SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                          (ii)    Holders of Series B Convertible Preferred
                 Stock shall exercise their right to require the Corporation to
                 purchase their shares as provided for in Subsection (g)(i) by
                 delivering a written notice to the Corporation (the "Notice")
                 no later than thirty (30) days after the Put Date. Within
                 thirty (30) days after receipt by the Corporation of any such
                 Notice, the Corporation shall deliver to each holder of Series
                 B Convertible Preferred Stock so exercising its rights under
                 this Subsection (g) the Put Price to which said holder is
                 entitled, as determined hereunder, in exchange for the stock
                 certificate(s) evidencing all of the shares of Series B
                 Convertible Preferred Stock, duly endorsed for transfer to the
                 Corporation. In the event that the Corporation is unable to
                 purchase all of the shares of Series B Convertible Stock put
                 to it hereunder due to lack of funds legally available
                 therefor or otherwise, the Corporation shall purchase from the
                 holders thereof, on a pro-rata basis, that number of shares
                 which it is able to purchase using funds legally available
                 therefor, and shall purchase any remaining shares at such time
                 as funds are legally available therefor.

         (h)     Definitions.  For purposes of this Section (2) of Article 7
         the following terms shall have the following meanings:

                 "Appraised Value" shall mean, in respect of any share of Class
         A Common Stock as of any date herein specified, the fair saleable
         value of such share of Class A Common Stock determined without giving
         effect to a discount for (i) a minority interest or (ii) any lack of
         liquidity of the Class A Common Stock or to the fact that the
         Corporation may have no class of equity registered under the Exchange
         Act as of the last day of the most recent fiscal quarter end  (within
         60 days prior to such date specified) based upon the value of the
         Corporation as determined upon negotiation in good faith between the
         holders of a majority of the Series B Convertible Preferred Stock and
         the Corporation or, in the absence of an agreement between such
         persons within five business days (or such longer period as agreed to
         by such  persons), by an investment banking firm satisfactory to both
         the Corporation and the holders of a majority of the Series B
         Convertible Preferred Stock.  The Corporation shall retain, at its
         sole cost, such investment banking firm as may be necessary for the
         determination of Appraised Value.

                 "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                 "Commission" means the Securities and Exchange Commission.

                 "Common Equivalent Shares" shall have the meaning set forth in
         the Shareholders' Agreement, dated April 2, 1992, as amended between
         the Corporation, its Founding Investors, its Founding Management and
         the Preferred Stock Purchasers.

                 "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value, and Class B
         Common Stock, no par value.





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