"The securities represented by this certificate are subject to certain
restrictions set forth in a certain Shareholders' Agreement of AmSurg Corp.
(the "Corporation") dated as of _____________________, a copy of which is
available at the principal office of the Corporation."
Each party to this Agreement will be entitled to enforce its rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be
an adequate remedy for any breach of the provisions of this Agreement and that
either party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance or injunctive relief in order
to enforce or prevent any violations of the provisions of this Agreement.
Except as otherwise provided in this Agreement, any notice, payment, demand or
communication required or permitted to be given by any provision of this
Agreement shall be duly given
(i) if delivered in writing, personally to the person to whom it
is authorized to be given,
(ii) if sent by certified or registered mail, overnight courier
service, facsimile, or telegraph, as follows:
if to the Corporation, to
One Burton Hills Boulevard
Nashville, TN 37215
Fax (615) 665-0755
if to the Shareholder, to:
with a copy to:
or to such other address as either party may from time to time specify by
written notice to the other party.
Any such notice shall be deemed to be given as of the date so delivered, if
delivered personally, as of the date on which the same was deposited in the
United States mail, postage prepaid, addressed and sent as aforesaid, or on the
date received if sent by electronic facsimile.
13. AMENDMENTS AND WAIVERS
This Agreement may be amended or any provision hereof waived upon the written
agreement of the Corporation and the holders of a majority of the shares of
Common Stock initially owned by the Shareholder.
This Agreement (other than Sections 3 through 9, and 11 hereof) will terminate
upon the earlier of (a) the closing of the Initial Public Offering or an
Approved Sale, and (b) 10 years after the date hereof. The provisions of
Sections 3, 4, 5 and 8 hereof will terminate upon the later of (x) three years
after the date hereof or (y) six months after the closing of the Initial Public
Offering. The provisions of Section 7 hereof will terminate three years after
the closing of the Initial Public Offering. The provisions of Sections 6, 9 and
11 of this Agreement will not terminate.
15. DESCRIPTIVE HEADINGS
The descriptive headings of this Agreement are inserted for convenience of
reference only and do not constitute a part of and shall not be utilized in
interpreting this Agreement.
16. SUCCESSORS AND ASSIGNS
All covenants and agreements in this Agreement by or on behalf of any of the
parties hereto will bind and inure to the benefit of the respective successors
and assigns of the parties hereto, whether so expressed or not, including any
subsequent holders of the shares of Common Stock owned by the Shareholder.
Whenever possible each provision of this Agreement will be interpreted in such
manner as to be effective and valid under