SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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registration or pursuant to registrations on Form S-4 or S-8 or any successor
form), unless the underwriters managing the registered public offering otherwise
agree, and (ii) use its best efforts to cause each holder of at least 5% (on a
fully-diluted basis) of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, purchased from the
Corporation at any time after the date of this Agreement (other than in a
registered public offering) to agree not to effect any public sale or
distribution of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.
 
     5. REGISTRATION PROCEDURES.  Whenever the holders of Registrable Shares
have requested that any Registrable Shares be registered pursuant to this
Agreement, the Corporation will use its best efforts to effect the registration
and the sale of such Registrable Shares in accordance herewith and with the
intended method of disposition thereof, and pursuant thereto the Corporation
will as expeditiously as practicable:
 
          (a) prepare and file with the Commission a registration statement with
     respect to such Registrable Shares and use its best efforts to cause such
     registration statement to become and remain effective for such period, not
     to exceed three months, as may be reasonably necessary to effect the sale
     of such securities;
 
          (b) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to keep such registration
     statement effective for a period, which need not exceed three months, and
     comply with the provisions of the Securities Act with respect to the
     disposition of all securities covered by such registration statement during
     such period in accordance herewith and with the intended methods of
     disposition by the sellers thereof set forth in such registration
     statement;
 
          (c) furnish to each seller of Registrable Shares and the underwriters
     of the securities being registered such number of copies of such
     registration statement, each amendment and supplement thereto, the
     prospectus included in such registration statement (including each
     preliminary prospectus) and such other documents as such seller or
     underwriters may reasonably request in order to facilitate the disposition
     of the Registrable Shares owned by such seller or the sale of such
     securities by such underwriters; and
 
          (d) use its best efforts to register or qualify such Registrable
     Shares under such other securities or blue sky laws of such jurisdiction as
     any seller reasonably requests and do any and all other acts and things
     which may be reasonably necessary or advisable to enable such seller to
     consummate the disposition in such jurisdictions of the Registrable Shares
     owned by such seller (provided, however, that the Corporation will not be
     required to (i) qualify generally to do business in any jurisdiction where
     it would not otherwise be required to qualify but for this subparagraph;
     (ii) consent to general service of process in any such jurisdiction; or
     (iii) subject itself to taxation in any such jurisdiction);
 
          (e) use its best efforts to cause all such Registrable Shares to be
     listed on each securities exchange on which similar securities issued by
     the Corporation are then listed;
 
          (f) provide a transfer agent and registrar for all such Registrable
     Shares not later than the effective date of such registration statement;
 
          (g) enter into such customary agreements (including underwriting
     agreements in customary form) as the underwriters, if any, reasonably
     request in order to expedite or facilitate the disposition of such
     Registrable Shares (including, without limitation, effecting a stock split
     or a combination of shares);
 
          (h) make available for inspection by each seller of Registrable
     Shares, any underwriter participating in any disposition pursuant to such
     registration statement, and any attorney, accountant or other agent
     retained by any such seller or underwriter who agrees to hold in confidence
     and keep secret and inviolate, all financial and other records, pertinent
     corporate documents and properties of the Corporation, and cause the
     Corporation's officers, directors, employees and independent accountants to
     supply all information reasonably requested by any such seller,
     underwriter, attorney, accountant or agent in connection with such
     registration statement;
 
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