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SEC Filings

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

         SECTION 2.3 Stock  Transfer  Books.  At the Effective  Time,  the stock
transfer  books of the  Company  shall be closed,  and there shall be no further
transfer of Company Shares thereafter on the records of the Company. On or after
the Effective Time, any Certificate  presented to the Exchange Agent, Key or the
Surviving Corporation shall be converted into the Exchange Merger Consideration.

         SECTION  2.4 Option  Securities  and  Convertible  Securities;  Payment
Rights.  At the Effective  Time, (a) each  outstanding  Option Security and each
outstanding  Convertible Security exercisable or convertible to purchase Company
Shares immediately prior to the Effective Time, shall be canceled and the holder
thereof  shall be entitled to receive,  and shall  receive,  upon payment of the
consideration  required to exercise or convert, and termination of such holder's
rights to exercise or convert,  as the case may be, all other Option  Securities
or Convertible Securities issued to such holder, shares of Key Stock and New Key
Warrants  in the  respective  amounts  issuable  with  respect  to the number of
Company Shares issuable pursuant to such Option Security or Convertible Security
so exercised or  converted,  as the case may be, as provided in Section  2.1(a),
plus cash in lieu of receipt of a fractional  share in an amount  determined  as
provided in Section 2.1(d),  and (b) each Option  Security  outstanding not then
exercisable or exercised and the conversion rights of each Convertible  Security
outstanding not then convertible or converted shall be canceled.

         SECTION 2.5 Dissenting Shares.

         (a)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, Company Shares that are outstanding immediately prior to the Effective
Time and which are held by stockholders who shall have not voted in favor of the
Merger or  consented  thereto in writing  and who shall be entitled to and shall
have demanded  properly in writing  appraisal  rights for such Company Shares in
accordance  with Section 262 of the DGCL and who shall not have  withdrawn  such
demand  or  otherwise  have  forfeited  appraisal  rights   (collectively,   the
"Dissenting  Shares")  shall not be  converted  into or  represent  the right to
receive the Exchange Merger  Consideration.  Such stockholders shall be entitled
to receive payment of the appraised value of such Company Shares held by them in
accordance  with the provisions of the DGCL,  except that all Dissenting  Shares
held by stockholders  who shall have failed to perfect or who effectively  shall
have withdrawn,  forfeited or lost their  appraisal  rights with respect to such
Company  Shares under the DGCL shall  thereupon be deemed to have been converted
into and to have become exchangeable for, as of the Effective Time, the right to
receive,  without any interest thereon, the Exchange Merger Consideration,  upon
surrender,  in the  manner  provided  in  Section  2.2,  of the  Certificate  or
Certificates that formerly evidenced such Company Shares.

         (b) The  Company  shall  give Key  prompt  notice  of any  demands  for
appraisal  rights  received by it,  withdrawals  of such demands,  and any other
instruments served pursuant to the DGCL and received by the Company and relating
thereto.  The  Company  and  Key  shall  jointly  direct  all  negotiations  and
proceedings with respect to demands for appraisal rights under the provisions of
the DGCL. The Company shall not,  except with the prior written  consent of Key,
make any payment with respect to any demands for appraisal  rights,  or offer to
settle, or settle, any such demands.

                                    ARTICLE 3


         The Company  hereby  represents,  warrants and covenants to, and agrees
with, Key as follows: