Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>



                                    ARTICLE 1

                                   THE MERGER

         SECTION  1.1 The Merger.  Upon the terms and subject to the  conditions
set forth in this  Agreement,  and in accordance  with the DGCL and the MGCL, at
the Effective Time the Company shall be merged with and into Key. As a result of
the Merger,  the  separate  existence  of the Company  shall cease and Key shall
continue  as  the   surviving   corporation   of  the  Merger  (the   "Surviving
Corporation").

         SECTION 1.2 Action by Stockholders.

         (a) The  Company,  acting  through its Board of  Directors,  shall,  in
accordance  with  Applicable  Law  and  its  Organic  Documents:  (i) as soon as
practicable,  duly call,  give notice of, convene and hold a special  meeting of
stockholders  for the purpose of adopting  and  approving  this  Agreement,  the
Merger and the Transactions (the "Company Special Meeting"); (ii) include in any
proxy statement the conclusion and  recommendation  of its Board of Directors to
the effect that its Board of Directors,  having  determined that this Agreement,
the Merger and the Transactions are in the best interests of the Company and its
stockholders,  has approved this Agreement,  the Merger and the Transactions and
recommends that its  stockholders  vote in favor of the approval and adoption of
this Agreement,  the Merger and the  Transactions;  and (iii) use its reasonable
business  efforts  to  obtain  the  necessary  approval  and  adoption  of  this
Agreement, the Merger and the Transactions by its stockholders.

           (b) Key, acting through its Board of Directors,  shall, in accordance
with Applicable Law and its Organic Documents: (i) as soon as practicable,  duly
call, give notice of, convene and hold a special meeting of stockholders for the
purpose  of  adopting  and  approving  this   Agreement,   the  Merger  and  the
Transactions  (the "Key Special  Meeting");  (ii) include in any proxy statement
the conclusion and  recommendation  of its Board of Directors to the effect that
its Board of Directors,  having  determined that this Agreement,  the Merger and
the  Transactions  are  advisable  and in the  best  interests  of Key  and  its
stockholders,  has approved this Agreement,  the Merger and the Transactions and
recommends that its  stockholders  vote in favor of the approval and adoption of
this Agreement,  the Merger and the  Transactions;  and (iii) use its reasonable
business  efforts  to  obtain  the  necessary  approval  and  adoption  of  this
Agreement, the Merger and the Transactions by its stockholders.

         SECTION 1.3 Closing.  Unless this Agreement  shall have been terminated
pursuant  to Section  8.1 and the Merger  and the  Transactions  shall have been
abandoned,  and subject to the  satisfaction  or, if permissible,  waiver of the
conditions  set forth in Article 7, the  closing of the Merger  (the  "Closing")
will take place,  on the Closing  Date,  at the offices of Sullivan & Worcester,
One Post Office Square,  Boston,  Massachusetts,  unless  another date,  time or
place is agreed to in writing by the parties.

         SECTION  1.4  Effective  Time.  As promptly  as  practicable  after the
satisfaction or, if permissible, waiver of the conditions set forth in Article 7
(but subject to Section  1.3),  the parties  hereto shall cause the Merger to be
consummated by filing a Certificate of Merger with the Secretary of State of the
State of Delaware  and  Articles of Merger  with the  Secretary  of State of the
State of Maryland, and by making any related filings required under the DGCL and
the MGCL in  connection  with the Merger.  The Merger shall become  effective at
such time (but not prior to the Closing  Date) as such  documents are duly filed
with the  Secretary of State of Delaware and the Secretary of State of the State
of  Maryland,  respectively,  or at  such  later  time as is  specified  in such
documents (the "Effective Time").


                                      AI-6