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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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          (b) (1) The undersigned  Registrant hereby undertakes as follows: that
         prior to any public  offering of the  securities  registered  hereunder
         through  use  of a  prospectus  which  is  part  of  this  registration
         statement,  by any  person or party  who is  deemed  to be  underwriter
         within the  meaning of Rule  143(c),  the issuer  undertakes  that such
         information called for by the applicable registration form with respect
         to reofferings by persons who may be deemed  underwriters,  in addition
         to the information called for by other Items of the applicable form.

                  (2) The Registrant  undertakes that every  prospectus (i) that
         is filed pursuant to paragraph (1) immediately preceding,  or (ii) that
         purports to meet the requirements of section 10(a)(3) of the Securities
         Act and is used in connection with an offering of securities subject to
         Rule 415,  will be filed as apart of an amendment  to the  registration
         statement and will not be used until such  amendment is effective,  and
         that,  for purposes of determining  any liability  under the Securities
         Act,  each such  post-effective  amendment  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  under  Item 15 of this
registration  statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the Securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.

         (c) The undersigned  registrant hereby undertakes to supply by means of
a  post-effective  amendment all information  concerning a transaction,  and Key
being acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.



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