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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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advances in the event it shall  ultimately  be  determined  that the standard of
conduct has not been met and (ii) a written affirmation by the Indemnified Party
of such  Indemnified  Party's  good faith  belief  that the  standard of conduct
necessary for indemnification by the Corporation has been met.

         SECTION  8.02.  Exclusivity,  Etc. The  indemnification  and advance of
expenses provided by the Charter and these By-Laws shall not be deemed exclusive
of any other  rights to which a person  seeking  indemnification  or  advance of
expenses  may be  entitled  under  Maryland  Law,  or  any  agreement,  vote  of
stockholders  or  disinterested  directors or other provision that is consistent
with Maryland  Law, both as to action in his or her official  capacity and as to
action in another  capacity  while holding office or while employed by or acting
as agent for the Corporation,  shall continue in respect of all events occurring
while a person was so acting  after such person has ceased to be so acting,  and
shall inure to the benefit of the estate, heirs, executors and administrators of
such person.  All rights to  indemnification  and advance of expenses  under the
Charter  and  these  By-Laws  shall  be  deemed  to be a  contract  between  the
Corporation and each director or officer of the Corporation who serves or served
in such  capacity  at any time while this  By-Law is in effect.  Nothing  herein
shall  prevent the  amendment of this By-Law,  provided  that no such  amendment
shall  diminish  any  rights to  indemnification  or  advance of expense of such
director or officer or the obligations of the Corporation arising hereunder with
respect to events occurring,  or claims made, while this By-Law or any provision
hereof is in force.

         SECTION   8.03.    Severability;    Definitions.    The   validity   or
unenforceability  of any  provision  of this  Article  VIII shall not affect the
validity or  enforceability  of any other  provision  hereof.  The phrase  "this
By-Law" in this Article VIII means this Article VIII in its entirety.


                                   ARTICLE IX.

                                  MISCELLANEOUS

         SECTION 9.01. Books and Records. The Corporation shall keep correct and
complete books and records of its accounts and  transactions  and minutes of the
proceedings of its  stockholders  and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of a  Corporation  may be in written form or in any other form
which can be  converted  within a  reasonable  time into written form for visual
inspection.  Minutes  shall be recorded in written form but may be maintained in
the form of a  reproduction.  The original or a certified  copy of these By-Laws
shall be kept at the principal office of the Corporation.

          SECTION 9.02.  Corporate  Seal. The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate

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