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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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correspondence between Key or any of its representatives, and the Company or any
of its representatives,  as the case may be, on the one hand, and the SEC or its
staff or any other  appropriate  government  official,  on the other hand,  with
respect  thereto.  If at any time prior to the Effective  Time,  any event shall
occur that should be set forth in an amendment  of, or a  supplement  to, any of
the SEC  Filings,  Key and the Company  agree  promptly to prepare and file such
amendment or  supplement  and to  distribute  such  amendment or  supplement  as
required by Applicable Law, including, in the case of an amendment or supplement
to the Joint Proxy Statement/Prospectus, mailing such supplement or amendment to
the Company's stockholders and Key's stockholders, as the case may be.

         (g) The information  provided and to be provided by Key and the Company
for use in SEC Filings  shall at all times prior to the  Effective  Time be true
and correct in all  material  respects  and shall not omit to state any material
fact  required  to be  stated  therein  or  necessary  in  order  to  make  such
information  not false or  misleading,  and Key and the  Company  each  agree to
correct any such  information  provided  by it for use in the SEC  Filings  that
shall have become false or misleading in any material respect.  Each SEC Filing,
when  filed with the SEC or any other  appropriate  government  official,  shall
comply as to form in all material respects with all Applicable Law.

         SECTION 5.2 Board Recommendation.  The Joint Proxy Statement/Prospectus
shall  include the  recommendation  of the  Company's  Board of Directors to the
Company's  stockholders  to vote in  favor of the  Merger  and the  Joint  Proxy
Statement/Prospectus   shall  include  the  recommendation  of  Key's  Board  of
Directors  to  Key's  stockholders  to vote in favor  of the  Merger;  provided,
however,  that the Company's  Board of Directors or Key's Board of Directors may
each  modify  or  withdraw  such  Board  of  Directors'   recommendation  if  it
determines, with the written advice of outside counsel, to do so in the exercise
of its fiduciary duties.

         SECTION 5.3 Meeting of Stockholders  of the Company.  The Company shall
take all action  necessary,  in accordance  with  Applicable Law and its Organic
Documents,  to duly  call,  give  notice of,  convene  and hold a meeting of its
stockholders  as promptly as  practicable to consider and vote upon the adoption
and  approval  of this  Agreement,  the  Merger and the  Transactions.  The only
stockholder  vote  required  for the  adoption  and  approval  of the Merger and
Transactions  by the Company is the vote required  under Section  3.1(b) hereof.
Subject  to the  fiduciary  duty  of the  Company's  Board  of  Directors  under
Applicable Law, as advised in writing by outside counsel,  the Company shall use
its reasonable business efforts to solicit from stockholders proxies in favor of
adoption and approval of the Merger and the  Transactions  and to take all other
action  necessary to secure the vote of stockholders  required by Applicable Law
and the Company's Organic Documents to effect the Merger and the Transactions.

         SECTION 5.4 Meeting of  Stockholders  of Key. Key shall take all action
necessary,  in accordance  with Applicable Law and Key's Organic  Documents,  to
duly call,  give notice of,  convene and hold a meeting of its  stockholders  as
promptly  as  practicable  to  consider  and  vote  upon  the  adoption  of this
Agreement,  the Merger and the Transactions.  The only stockholder vote required
for the adoption and approval of the Merger and the  Transactions  by Key is the
vote required under Section 4.1(b) hereof.  Subject to the fiduciary duty of the
Key Board of Directors  under  Applicable  Law, as advised in writing by outside
counsel,  Key  shall  use  its  reasonable  business  efforts  to  solicit  from
stockholders  proxies in favor of  adoption  and  approval of the Merger and the
Transactions  and to take all  other  action  necessary  to  secure  the vote of
stockholders  required by Applicable  Law and Key's Organic  Documents to effect
the Merger and the Transactions. At any such meeting, the Company shall vote, or
cause to be voted,  all  shares of Key Stock  then  owned by the  Company or any
Subsidiary  of the  Company or subject  to  proxies  held by the  Company or any


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