THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is entered into the ___ day of
March, 1997 by and between AmSurg Corp., a Tennessee corporation (the
"Corporation"), and _____________________________ a ____________ corporation
In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
In addition to capitalized terms elsewhere defined herein, as used in this
"AFFILIATE" as applied to any Person means any Person directly or indirectly
controlling, controlled by, or under common control with, that Person.
"APPROVED SALE" means the sale of the Corporation to an independent third party
in an arm's-length transaction, whether by merger, share exchange, sale of all
or substantially all of its assets or sale of all or substantially all of the
outstanding Common Stock of the Corporation.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON STOCK" means the Common Stock, no par value, of the Corporation.
"HOLDER" means the Shareholder and any transferee of the Common Stock owned by
the Shareholder if such transfer was effected
in accordance with the provisions
of this Agreement.
"INITIAL PUBLIC OFFERING" means an underwritten initial offering pursuant to an
effective registration statement under the Securities Act resulting in a sale
by the Corporation of Common Stock to the public at an aggregate offering price
for the shares sold for the account of the Corporation of at least eight
million dollars ($8,000,000).
"PERSON" means an individual, a partnership, a corporation, an association, a
joint stock corporation, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
"PIGGYBACK REGISTRATION" shall have the meaning ascribed thereto in Section 3.1
of this Agreement.
"PRIMARY REGISTRATION" means the offer and sale by the Corporation for its own
account of securities registered under the Securities Act.
"REGISTRABLE SHARES" means at any time (i) any Common Stock originally issued
to the Shareholder; (ii) any Common Stock then outstanding which was issued as,
or was issued directly or indirectly upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect to or in
replacement of Registrable Shares; and (iii) any Common Stock then issuable
directly or indirectly upon the conversion or exercise of other securities
which were issued as a dividend or other distribution with respect to or in
replacement of Registrable Shares; provided that Registrable Shares shall not
include any shares which have theretofore been registered and sold pursuant to
the Securities Act or which have been sold to the public pursuant to Rule 144
or any similar rule promulgated by the Commission pursuant to the Securities
"REGISTRATION EXPENSES" shall have the meaning ascribed thereto in Section 5 of
"SECONDARY REGISTRATION" shall mean the offer and sale of securities to the
public by or on behalf of one or more of the holders of the Corporation's
securities pursuant to a registration statement filed by the Corporation with,
and declared effective by, the Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
"SHAREHOLDER" has the meaning set forth in the introductory paragraph.
2. RESTRICTIONS ON DISPOSITION OF COMMON STOCK.
2.1 All shares of Common Stock of the Corporation owned beneficially by
the Shareholder, directly or indirectly, shall be subject to the terms and
conditions of this Section 2. All certificates representing the shares of