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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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         SECTION 3.1 Organization and Business;  Power and Authority;  Effect of
Transaction.

         (a)  The Company:

                  (i) is a corporation  duly organized,  validly existing and in
         good standing under the laws of its  jurisdiction of  incorporation  as
         set forth in Section 3.1(a) of the Company Disclosure Schedule,

                  (ii) has all  requisite  power and  authority  (corporate  and
         other) to own or hold under  lease its  properties  and to conduct  its
         business as now  conducted  and as presently  proposed to be conducted,
         and has in full force and effect all  Governmental  Authorizations  and
         Private  Authorizations and has made all Governmental  Filings,  to the
         extent  required  for such  ownership  and  lease of its  property  and
         conduct of its business, and

                  (iii) has duly  qualified and is authorized to do business and
         is in good standing as a foreign  corporation in each  jurisdiction  (a
         true,  accurate  and  complete  list of which is set  forth in  Section
         3.1(a) of the Company  Disclosure  Schedule) in which the  character of
         its property or the nature of its business or operations  requires such
         qualification or authorization.

         (b) The Company has all requisite  power and authority  (corporate  and
other)  and has in full force and effect  all  Governmental  Authorizations  and
Private  Authorizations  in order to enable it to execute  and  deliver,  and to
perform its  obligations  under,  this  Agreement and each  Collateral  Document
executed or required to be executed  pursuant hereto or thereto or to consummate
the Merger and the Transactions;  and the execution, delivery and performance of
this Agreement and each Collateral  Document executed or required to be executed
pursuant hereto or thereto have been duly authorized by all requisite  corporate
or other action, other than that of the Company's  stockholders.  This Agreement
has been duly  executed and delivered by the Company and  constitutes,  and each
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto or to  consummate  the Merger and the  Transactions  when  executed  and
delivered by the Company will constitute,  legal, valid and binding  obligations
of the Company,  enforceable  in accordance  with their  respective  terms.  The
affirmative  vote or action by written  consent of a majority  of the votes that
the holders of the  outstanding  shares of Company Stock are entitled to cast is
the only vote of the holders of any class or series of the capital  stock of the
Company  necessary to approve the Merger and the  Transactions  under Applicable
Law and the Company's  Organic  Documents.  The provisions of Section 203 of the
DGCL will not apply to this Agreement, the Merger or the Transactions.

         (c) Except as set forth in  Section  3.1(c) of the  Company  Disclosure
Schedule, neither the execution and delivery of this Agreement or any Collateral
Document executed or required to be executed pursuant hereto or thereto, nor the
consummation of the Transactions,  nor compliance with the terms, conditions and
provisions hereof or thereof by the Company:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default  under,  any  Applicable Law on the part of the
         Company or any Subsidiary, or will conflict with, or result in a breach
         or  violation  of,  or  constitute  a  default  under,  or  permit  the
         acceleration  of  any  obligation  or  liability  in,  or but  for  any
         requirement  of  giving  of notice  or  passage  of time or both  would
         constitute  such a conflict  with,  breach or violation  of, or default
         under, or permit any such  acceleration in, any Contractual  Obligation
         of the Company or any Subsidiary,


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