SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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                 "Company Sale" shall mean the sale or other disposition of all
or substantially all of the stock or assets of the Corporation to an
independent third party in an arms-length transaction, including disposition by
merger, share exchange or lease yielding net cash proceeds to the Company of at
least $25,000,000 or, in the event that the Company has completed a Spin Off,
such disposition yielding net cash proceeds or freely marketable securities to
the Company and/or its shareholders of at least $20,000,000.

                 "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for Class A Common Stock, either immediately or upon the occurrence
of a specified date or a specified event.

                 "Conversion Rate" shall mean that rate which results in the
holders of Series B Convertible Preferred Stock thereafter holding, in
the aggregate, the following percentage of the total issued and outstanding
Fully Diluted Common Stock, after giving effect to the conversion contemplated
herein:

                          If the Triggering Event occurs on or before November
                          20, 1998 - 6% of Fully Diluted Shares

                          If the Triggering Event occurs on or before November
                          20, 1999 - 6.5% of Fully Diluted Shares

                          If the Triggering Event occurs on or before November
                          20, 2000 - 7% of Fully Diluted Shares

                          If the Triggering Event occurs after November 20,
                          2000 - 8% of Fully Diluted Shares

                 "Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the greater of (i) book
value per share of Common Stock as determined by the Corporation's financial
statements for the most recently ended fiscal quarter, (ii) the Liquidation
Value of the Series B Convertible Preferred Stock, (iii) a valuation per share
of Common Stock of eight (8) times Net EBITDA for the most recently ended four
quarters, and (iv) the Appraised Value per share of Common Stock.

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

                 "Fully-Diluted" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding as of the date hereof,
increased by all shares of Class A Common Stock issuable in respect of Series B
Convertible Preferred Stock and increased by all Common Equivalent





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