SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 on a parity with or senior to the Series B Convertible
                 Preferred Stock as to distribution of assets in liquidation or
                 in right of payment of dividends.

                 In all other matters, subject to voting rights that may be
                 granted to holders of other classes or series of Preferred
                 Stock and Common Stock outstanding from time to time, the
                 holders of Series B Convertible Preferred Stock shall vote
                 together with the holders of Common Stock and the holders of
                 all other series of Preferred Stock as a single class. In all
                 matters that the holders of Series B Convertible Preferred
                 Stock are entitled to so vote, such holders initially shall be
                 entitled to 1.05 votes per share of Series B Convertible
                 Preferred Stock. In the event that the number of Fully-Diluted
                 shares of Class A Common Stock into which the Series B
                 Convertible Preferred Stock is convertible increases above
                 1,797,647, then for each such additional Fully-Diluted share,
                 the aggregate voting rights of the holders of Series B
                 Convertible Preferred Stock shall increase by one vote.

                          (iii)   With respect to the election of members to
                 the Board of Directors (each, a "Director"), the Purchasers of
                 Series A Redeemable Preferred Stock and the Purchasers of
                 Series B Convertible Preferred Stock pursuant to the Purchase
                 Agreement, voting together as a separate class, shall be
                 entitled to elect one (1) Director under the circumstances
                 described in this Subsection (d)(iii).  In addition, the
                 Purchasers of Series A Redeemable Preferred Stock and the
                 Purchasers of Series B Convertible Preferred Stock, voting
                 together as a separate class, shall be entitled to vote on the
                 removal, with or without cause, of any Director elected by
                 them pursuant to this Subsection (d)(iii).  Any vacancy in the
                 office of a Director elected by the Purchasers of Series A
                 Redeemable Preferred Stock and Purchasers of Series B
                 Convertible Preferred Stock may be filled by a vote of such
                 Purchasers voting together as a separate class.  In the
                 absence of such a vote within 30 days, any such vacancy may be
                 filled by the remaining Directors.  Any Directors elected by
                 the Board of Directors to fill a vacancy shall serve until the
                 next annual meeting of shareholder and until his successor has
                 been duly elected and qualified.  The rights of the Purchasers
                 hereunder shall commence on May 31, 2000, if a Qualified IPO
                 has not occurred before that date and shall terminate
                 thereafter upon the occurrence of a Qualified IPO.

         (e)     Conversion.

                          (i)     Upon the occurrence of a Triggering Event,
                 all of the issued and outstanding shares of Series B
                 Convertible Preferred Stock shall be automatically converted
                 into that number of fully paid and nonassessable shares of
                 Class A Common Stock at the Conversion Rate.

                 The Class A Common Stock shall be allocated among the holders
                 of Series B Convertible Preferred Stock on a pro-rata basis in
                 accordance with their respective





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