SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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subject to this Section 2 shall bear an appropriate legend setting forth notice
of this Agreement.

2.2      Except as provided in subsection 2.3, the Shareholder may not dispose
of any shares of Common Stock owned by the Shareholder, or any right or
interest in them (and any attempted disposition in contravention hereof shall
be void), to any person or entity other than the Corporation without obtaining
the prior written consent of the Corporation.

2.3      The Shareholder may transfer any shares without compliance with the
provisions of subparagraph 2.2 hereof: (i) pursuant to a Piggyback
Registration; or (ii) to the Corporation or an Affiliate thereof; or (iii) to
the shareholders of the Shareholder, so long as the shareholders agree in
writing to be bound by the provisions of this Agreement.

3.       PIGGYBACK REGISTRATIONS.

3.1      Whenever the Corporation proposes to register any of its securities
under the Securities Act (except on Form S-4 or S-8 or any successor form),
the Corporation will give prompt written notice to all holders of Registrable
Shares of its intention to effect such a registration and will use its best
efforts to include in such registration all Registrable Shares with respect to
which the Corporation has received written requests for inclusion therein
within 10 days after giving notice to the holders of Registrable Shares (a
"Piggyback Registration").

3.2      If a Piggyback Registration is an underwritten Primary Registration on
behalf of the Corporation, and the managing underwriters advise the Corporation
in writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can successfully be sold
in such offering without causing a diminution in the offering price or
otherwise adversely affecting the offering, the Corporation will include in
such registration, to the extent approved by such underwriters,

         (i)     first, the securities the Corporation proposes to sell,

         (ii)    second, other securities requested to be included in such
         registration pursuant to the terms of that certain Registration
         Agreement dated as of April 2, 1992, as it may be amended from time to
         time, by and between the Corporation and certain investors identified
         therein, and

         (iii)   third, other shares of Common Stock, including the Registrable
         Shares, requested to be included in such registration pursuant to
         contractual registration rights, such shares to be taken on a basis
         based on the ratio that the number of shares of Common Stock owned by
         each Holder of Registrable Shares bears to the number of shares of
         Common Stock owned by all holders of shares of Common Stock who have
         contractual registration rights and who have exercised those rights,
         other than the holders described in subparagraph (ii) above.

3.3      If a Piggyback Registration is an underwritten Secondary Registration
on behalf of holders of the Corporation's securities, and the managing
underwriters advise the Corporation in writing that in their opinion the number
of securities requested to be included in such registration exceeds the number
which can successfully be sold in such offering, the Corporation will include
in such registration, to the extent approved by such underwriters,

         (i)     first, the securities requested to be included in such
         registration pursuant to the terms of that certain Registration
         Agreement dated as of April 2, 1992, as it may be amended from time to
         time, by and between the Corporation and certain investors identified
         therein, and

         (ii)    second, other shares of Common Stock, including the
         Registrable Shares, requested to be included in such registration
         pursuant to contractual registration rights, such shares to be taken
         on a basis based on the ratio that the number of shares of Common
         Stock owned by each Holder of Registrable Shares bears to the number
         of shares of Common Stock owned by all holders of shares of Common
         Stock who have contractual registration rights and who have exercised
         those rights, other than the holders described in subparagraph (i)
         above.

4.       HOLDBACK AGREEMENTS

Each holder of Registrable Shares agrees not to effect any public sale or
distribution of equity securities of the Corporation, or any securities
convertible into or exchangeable or exercisable for such securities, for 180
days following the effective date of any underwritten Primary Registration
(except as part of such underwritten registration).

5.       REGISTRATION EXPENSES

All expenses incident to the Corporation's performance of or compliance with
the provisions of Section 3 of this Agreement, including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of the Corporation's independent certified
public accountants, legal counsel to the





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