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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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         (b)  by WellTech:

                  (i) in the event (A)  WellTech  is not in breach of the Merger
         Agreement and none of its material  representations or warranties shall
         have become and continue to be untrue in any material respect,  and (B)
         Key  is in  breach  of the  Merger  Agreement  or  any of its  material
         representations  or  warranties  shall have  become and  continue to be
         untrue in any  material  respect,  unless  such  breach or  untruth  is
         capable of being cured by and will not prevent or delay consummation of
         the Merger by or beyond the Termination Date; or

                  (ii) if (A) the Board of Directors of Key shall (1)  withdraw,
         modify or change its  recommendation  so that it is not in favor of the
         Merger Agreement, the Merger or the related transactions, or shall have
         resolved  to do any of  the  foregoing,  or  (2)  have  recommended  or
         resolved to recommend to its stockholders an Other Transaction,  or (B)
         Key  shall  have  entered  into  or  agreed  to  enter  into  an  Other
         Transaction; or

         (c)  by Key:

                  (i) in the  event  (A)  Key is  not in  breach  of the  Merger
         Agreement and none of its material  representations or warranties shall
         have become and continue to be untrue in any material respect,  and (B)
         WellTech is in breach of the Merger  Agreement  or any of its  material
         representations  or  warranties  shall have  become and  continue to be
         untrue in any  material  respect,  unless  such  breach or  untruth  is
         capable of being cured by and will not prevent or delay consummation of
         the Merger by or beyond the Termination Date; or

                  (ii) if (A) the  Board of  Directors  of  WellTech  shall  (1)
         withdraw,  modify or  change  its  recommendation  so that it is not in
         favor of the Merger Agreement,  the Merger or the related transactions,
         or  shall  have  resolved  to do  any  of the  foregoing,  or (2)  have
         recommended  or  resolved to  recommend  to its  stockholders  an Other
         Transaction, or (B) WellTech shall have entered into or agreed to enter
         into an Other Transaction.


         The term "Termination Date" is defined in the Merger Agreement as March
29,  1996 or such other date as the  parties  may,  from time to time,  mutually
agree;  provided,  however,  that  notwithstanding the foregoing,  either Key or
WellTech may, in its sole  discretion,  elect to extend such date,  from time to
time,  to not later than May 31,  1996 in the event  that (a) in its  reasonable
business judgment not all of the conditions of the obligations of the parties to
consummate  the  Merger  set  forth in the  Merger  Agreement  are  likely to be
satisfied by the then current  Termination  Date and (b) either (i) it is not in
material breach of the Merger Agreement and none of its material representations
and  warranties  has  become  untrue in any  material  respect or (ii) if such a
breach or untruth  exists,  such  breach or untruth is capable of being cured by
and will not prevent or delay  consummation  of the Merger by or beyond the date
to which it proposes to extend the Termination Date.


         In the  event of the  termination  of the  Merger  Agreement,  it shall
become void, and there shall be no liability on the part of either party, or any
of their  respective  officers  or  directors,  to the other and all  rights and

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