This Registration Agreement (this "Agreement"), dated as of April 2, 1992
is between AmSurg Corp., a Tennessee corporation (the "Corporation"), and the
persons and entities identified on Schedule 1 hereto attached (the "Investors").
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:
1. DEFINITIONS. In addition to capitalized terms elsewhere defined herein,
as used in this Agreement:
"Commission" means the Securities and Exchange Commission.
"Common Shares" means the shares of Common Stock of the Corporation,
no par value.
"Demand Registration" shall have the meaning ascribed thereto in
Section 2(a) 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 Shares to the public at an
aggregate offering price for the shares sold for the account of the
Corporation of at least ten million dollars ($10,000,000).
"Person" means a natural person, a partnership, a corporation,
association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department,
agency or political subdivision thereof.
"Piggyback Registration" shall have the meaning ascribed thereto in
Section 3(a) 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 Shares
originally issued to the Investors; (ii) any Common Shares then outstanding
which were issued as, or were 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; (iii)
shares of Common Stock issuable upon exercise of outstanding options; and
(iv) any Common Shares 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 Act. For purposes
of this Agreement, a Person will be deemed to be a holder of Registrable
Shares whenever such Person has the then existing right to acquire such
Registrable Shares (by conversion,purchase or otherwise), whether or not
such acquisition has actually been effected.
"Registration Expenses" shall have the meaning ascribed thereto in
Section 6 of this Agreement.
"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,
"Short-Form Registration" has the meaning set forth in Section 2(a).