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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 4.1 Organization and Business;  Power and Authority;  Effect of
Transaction.

         (a)  Key

                  (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 4.1(a) of the Key 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
         4.1(a) of the Key  Disclosure  Schedule) in which the  character of its
         property or the nature of its  business  or  operations  requires  such
         qualification or authorization.

         (b) Key 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 Key's stockholders.  This Agreement has been
duly executed and delivered by Key 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 Key  will
constitute,  legal,  valid  and  binding  obligations  of  Key,  enforceable  in
accordance  with  their  respective  terms.  The  affirmative  vote or action by
written  consent of  two-thirds  (2/3rds)  of the votes that the  holders of the
outstanding  shares of Key Stock  are  entitled  to cast is the only vote of the
holders of any class or series of the capital  stock of Key necessary to approve
the  Merger  and  the  Transactions  under  Applicable  Law  and  Key's  Organic
Documents.  The  provisions  of Section 3-602 of the MGCL will not apply to this
Agreement, the Merger or the Transactions.

         (c)  Except  as set  forth  in  Section  4.1(c)  of the Key  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 Key or any Subsidiary:

                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default under, any Applicable Law on the part of Key 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 Key or any Subsidiary,

          (ii) will result in or permit the creation or  imposition  of any Lien
     upon any property now owned or leased by Key or any Subsidiary, or


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