SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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     3. PIGGYBACK REGISTRATIONS.  (a) 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 (in
any event within three business days after its receipt of notice of any exercise
of Demand Registration or Short-Form Registration rights) 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 15 days after giving notice to the holders of Registrable Shares
(a "Piggyback Registration").
 
     (b) 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, (i) first, the securities the Corporation proposes to sell, (ii)
second, the Registrable Shares requested to be included in such registration
which in the opinion of such underwriters can successfully be sold without
causing a diminution in the offering price or otherwise adversely affecting the
offering, such Registrable Shares to be taken pro rata from the holders of such
Registrable Shares on the basis of the number of Registrable Shares owned by
such holders, with further successive pro rata allocations among the holders of
Registrable Shares if any such holder of Registrable Shares has requested the
registration of less than all such Registrable Shares it is entitled to
register, and (iii) third, other securities requested to be included in such
registration.
 
     (c) 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, (i) first, the Registrable Shares requested to be included in
such registration which in the opinion of such underwriters can successfully be
sold, such Registrable Shares to be taken pro rata from the holders of such
Registrable Shares on the basis of the number of Registrable Shares owned or
deemed to be owned by such holders, with further successive pro rata allocations
among the holders of Registrable Shares if any such holder of Registrable Shares
has requested the registration of less than all such Registrable Shares it is
entitled to register, and (ii) second, other securities requested to be included
in such registration.
 
     (d) If the Corporation has previously filed a registration statement with
respect to Registrable Shares pursuant to Section 2 or pursuant to this Section
3, and if such previous registration has not been withdrawn or abandoned, the
Corporation shall not be required to file or cause to be effected any other
registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Form S-4 or S-8 or any successor form), whether on its own behalf
or at the request of any holder or holders of such securities until a period of
180 days has elapsed from the effective date of such previous registration.
 
     4. HOLDBACK AGREEMENTS.  (a) Each holder of at least 5% of the 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, during the seven days prior to and the 120-day
period beginning on the effective date of any underwritten Demand Registration
or Short-Form Registration (except as part of such underwritten registration),
unless the underwriters managing the registered public offering otherwise agree
or otherwise require. 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 such period beginning on the effective date of any underwritten Primary
Registration (except as part of such underwritten registration) as the holders
of Registrable Shares and the underwriters managing the registered public
offering shall mutually agree.
 
     (b) The Corporation agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 120-day period beginning on the effective date of any
underwritten Demand Registration, Short-Form Registration or any underwritten
Piggyback Registration (except as part of such underwritten
 
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