SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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any such certificate is to be issued in a name other than that of the holder of
the share or shares of Class B Common Stock converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the amount of any
tax which may be payable in respect of any transfer involved in such issuance
or shall establish to the satisfaction of the Corporation that such tax has
been paid.

                          (vi)    Shares of Class B Common Stock which have
                 been issued and converted into shares of Class A Common Stock
                 as provided herein shall not be reissued.

                 (c)      Distribution of Assets.   If the Corporation shall be
                 liquidated, dissolved or wound up, whether voluntarily or
                 involuntarily, the holders of the Class B Common Stock shall
                 be entitled to share ratably with the holders of the Class A
                 Common Stock of the Corporation as a single class in the net
                 assets of the Corporation; that is, an equal amount of net
                 assets for each share of Class A Common Stock and Class B
                 Common Stock.  A merger or consolidation of the Corporation
                 with or into any other Corporation or sale or conveyance of
                 all or any part of the assets of the Corporation (which shall
                 not in fact result in the liquidation of the Corporation and
                 the distribution of assets to shareholders) shall not be
                 deemed to be a voluntary or involuntary liquidation or
                 dissolution or winding up of the Corporation within the
                 meaning of this Subsection (c).

                 (d)      Merger or Consolidation.  In the event of a merger,
                 consolidation, share exchange or other business combination of
                 the Corporation with or into another entity (whether or not
                 the Corporation is the surviving entity), the holders of Class
                 A Common Stock shall be entitled to receive the same per share
                 consideration as the per share consideration, if any, received
                 by any holder of the Class B Common Stock in such merger or
                 consolidation, share exchange or other business combination.

                 (e)      Subdivisions and Combinations of Shares.  If the
                 Corporation in any manner subdivides or combines the
                 outstanding shares of one class of common stock, the
                 outstanding shares of the other class of common stock will be
                 likewise subdivided or combined.

                 (f)      Dividends; Distributions.   Holders of Class A Common
                 Stock and Class B Common Stock shall be entitled to receive,
                 on an equal basis, such dividends, payable in cash or
                 otherwise, as may be declared thereon by the Board of
                 Directors from time to time out of the assets or funds of the
                 Corporation legally available therefor.  In the case of
                 dividends and other distributions in cash, each share of Class
                 A Common Stock shall have rights equal to the rights of Class
                 B Common Stock, and in the case of dividends and other
                 distributions of stock or property of the Corporation, each
                 share of Class A Common Stock shall have rights equal to the
                 rights of Class B Common Stock; provided that, in the case of
                 dividends or distributions payable in stock of the
                 Corporation, including distributions pursuant to





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