SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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         exist with respect to such claim, permit such indemnifying party to
         assume the defense of such claim with counsel reasonably satisfactory
         to the indemnified party. If such defense is assumed, the indemnifying
         party will not be subject to any liability for any settlement made by
         the indemnified party without its consent (but such consent will not
         be unreasonably withheld). An indemnifying party who is not entitled
         to, or elects not to, assume the defense of a claim will not be
         obligated to pay the fees and expenses of more than one counsel for
         all parties indemnified by such indemnifying party with respect to
         such claim, unless in the reasonable judgment of any indemnified party
         a conflict of interest may exist between such indemnified party and
         any other of such indemnified parties with respect to such claim.

6.5      The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities. The Corporation
also agrees to make such provisions as are reasonably requested by any
indemnified party for contribution to such party in the event the Corporation's
indemnification is unavailable for any reason.


In the event that the Corporation (a) registers a class of securities under
Section 12 of the Securities Exchange Act, (b) issues an offering circular
meeting the requirements of Regulation A under the Securities Act or (c)
commences to file reports under Section 13 or 15(d) of the Securities Exchange
Act, then at the request of any holder of Registrable Shares who proposes to
sell securities in compliance with Rule 144 promulgated by the Commission, the
Corporation will use its best efforts to (i) forthwith furnish to such holder a
written statement as to compliance with the filing requirements of the
Commission as set forth in Rule 144 as such rule may be amended from time to
time and (ii) make available such information as will enable the holders of
Registrable Shares to make sales pursuant to Rule 144.


No Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements approved by the Corporation and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.


The Shareholder agrees to at all times hold in confidence and keep secret and
inviolate all of the Corporation's confidential information, including, without
limitation, all unpublished matters relating to the business, property,
accounts, books, records, customers and contracts of the Corporation which it
may now or hereafter come to know; provided, that the Shareholder may disclose
any such information which has otherwise entered the public domain or which it
is required to disclose to any governmental authority by law or subpoena or
judicial process.

10.      LEGEND

The Corporation will cause each certificate or other instrument representing
securities of the Corporation to be stamped or otherwise imprinted, throughout
the term of this Agreement, with a legend in substantially the following form:

                                                   Page4/Shareholders' Agreement