SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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amounts paid in settlement) actually and reasonably incurred or suffered in
connection with such action, suit, or proceeding, to the fullest extent
permitted by applicable law, as in effect on the date hereof and as hereafter
amended.  Such indemnification shall include advancement of expenses in advance
of final disposition of such action, suit, or proceeding, subject to the
provision of any applicable statute.

         The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his
or her heirs, executors, and administrators) may have or hereafter acquire
under any statute, this Charter, the Corporation's Bylaws, resolution adopted
by the shareholders, resolution adopted by the Board of Directors, agreement,
or insurance, purchased by the Corporation or otherwise, both as to action in
his or her official capacity and as to action in another capacity.  The
Corporation is hereby authorized to provide for indemnification and advancement
of expenses through its Bylaws, resolution of shareholders, resolution of the
Board of Directors, or agreement, in addition to that provided by this Charter.

         12.     The Bylaws of this Corporation may be amended, altered,
modified, or repealed by resolution adopted by the Board of Directors, subject
to any provisions of law then applicable.

         13.     The Corporation shall hold a special meeting of shareholders
only in the event (a) of a call of the Board of Directors of the Corporation or
the officers authorized to do so by the Bylaws of the Corporation, or (b) the
holders of at least twenty-five (25%) percent of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date, and deliver to the Corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held.

         14.     As a result of the recapitalization of the Corporation
effected by this Amended and Restated Charter, each holder of three shares of
Corporation common stock registered on the books of the Corporation immediately
prior to the filing of this Amended and Restated Charter will automatically be
deemed to hold, in respect of such shares, one share of Class A Common Stock
registered on the books of the Corporation immediately after the filing of this
Amended and Restated Charter.  In the event that the recapitalization effected
by this Amended and Restated Charter would result in any holder holding
fractional shares of Common Stock, the total number of shares held by such
holder will be rounded up to the next highest whole number.  Each certificate
representing shares of Corporation common stock issued prior to the filing of
this Amended and Restated Charter will be deemed to represent the number of
shares of Class A Common Stock that the holder of such shares registered on the
books of the Corporation immediately prior to the filing of this Amended and
Restated Charter would be deemed to hold immediately following the filing of
this Amended and Restated Charter.





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