SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 "Conversion Rate" shall mean:

                          (i)     if the optional conversion is triggered by a
                 Spin Off, then the Conversion Rate shall equal (x) the
                 Liquidation Value per share of the Series A Redeemable
                 Preferred Stock, divided by (y) the average closing price per
                 share of Class A Common Stock on the Nasdaq National Market
                 System for the period commencing on the forty-sixth (46th) day
                 following the consummation of the Spin Off and ending on the
                 fifteenth (15th) day thereafter; and

                          (ii)    if the optional conversion is triggered by
                 the occurrence of a Qualified IPO, then the Conversion Rate
                 shall equal (x) the Liquidation Value per share of the Series
                 A Redeemable Preferred Stock, divided by (y) the price per
                 share of Class A Common Stock in the Qualified IPO.

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended    from time to time.

                 "Independent Auditors" shall mean Deloitte & Touche, LLP or
         another "big six" accounting firm.

                 "Junior Security" means Common Stock and any other equity
         security (other than the Series A Redeemable Preferred Stock),
         including the Series B Convertible Preferred Stock, of any kind which
         the Corporation at any time issues or is authorized to issue.

                 "Liquidation Value" of any share of Series A Redeemable
         Preferred Stock as of any particular date will be the purchase price
         amount of such Stock plus accrued and unpaid dividends, if any.

                 "Mandatory Redemption Event" shall mean the earliest to occur
         of:  (a) the sale, lease or other disposition by the Company of all or
         substantially all of the assets of the Corporation; (b) a merger or
         consolidation of the Corporation with or into another entity in a
         transaction in which the shareholders of the Corporation own less than
         fifty percent (50%) of the voting securities of the surviving or
         resulting corporation immediately after such merger or consolidation;
         (c) the sale, transfer or other disposition by the Company of all or
         substantially all of the capital stock of the Corporation (including,
         without limitation, any and all shares, interests, rights to purchase,
         warrants, options, participation or other equivalents of or in
         (however designated) capital stock of the Corporation; or (d) a
         Qualified IPO.

                 "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.





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