SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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          (i) notify each seller of such Registrable Shares, promptly after it
     shall receive notice thereof, of the time when such registration statement
     has become effective or a supplement to any prospectus forming a part of
     such registration statement has been filed;
 
          (j) notify each seller of such Registrable Shares of any request by
     the Commission for the amending or supplementing of such registration
     statement or prospectus or for additional information;
 
          (k) prepare and file with the Commission, promptly upon the request of
     any seller of such Registrable Shares, any amendments or supplements to
     such registration statement or prospectus which, in the reasonable written
     opinion of counsel selected by the holders of a majority of the Registrable
     Shares being registered and concurred in by the reasonable opinion of
     counsel for the Corporation, is required under the Securities Act or the
     rules and regulations thereunder in connection with the distribution of
     Registrable Shares by such seller;
 
          (l) prepare and promptly file with the Commission and promptly notify
     each seller of such Registrable Shares of the filing of such amendment or
     supplement to such registration statement or prospectus as may be necessary
     to correct any statements or omissions if, at the time when a prospectus
     relating to such securities is required to be delivered under the
     Securities Act, any event shall have occurred as the result of which any
     such prospectus or any other prospectus as then in effect would include an
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     in which they were made, not misleading;
 
          (m) advise each seller of such Registrable Shares, promptly after it
     shall receive notice or obtain knowledge thereof, of the issuance of any
     stop order by the Commission suspending the effectiveness of such
     registration statement or the initiation or threatening of any proceeding
     for such purpose and promptly use all reasonable efforts to prevent the
     issuance of any stop order or to obtain its withdrawal if such stop order
     should be issued;
 
          (n) at least forty-eight hours prior to the filing of any registration
     statement or prospectus or twenty-four hours prior to the filing of any
     amendment or supplement to such registration statement or prospectus,
     furnish a copy thereof to each seller of such Registrable Shares and
     refrain from filing any such registration statement, prospectus, amendment
     or supplement to which counsel selected by the holders of a majority of the
     Registrable Shares being registered shall have reasonably objected on the
     grounds that such amendment or supplement does not comply in all material
     respects with the requirements of the Securities Act or the rules and
     regulations thereunder, unless, in the case of an amendment or supplement,
     in the opinion of counsel for the Corporation the filing of such amendment
     or supplement is reasonably necessary to protect the Corporation from any
     liabilities under any applicable federal or state law and such filing will
     not violate applicable laws; and
 
          (o) at the request of counsel selected by the holders of a majority of
     such Registrable Shares in connection with an underwritten offering, use
     its best efforts to furnish on the date or dates provided for in the
     underwriting agreement: (i) an opinion of counsel, addressed to the
     underwriters and the sellers of Registrable Shares, covering such matters
     as such underwriters and sellers may reasonably request, including, without
     limiting the generality of the foregoing, opinions substantially to the
     effect that (A) such registration statement has become effective under the
     Securities Act; (B) to the best of such counsel's knowledge, no stop order
     suspending the effectiveness thereof has been issued and no proceedings for
     that purpose have been instituted or are pending or contemplated under the
     Securities Act; (C) the registration statement, the prospectus, and each
     amendment or supplement thereto comply as to form in all material respects
     with the requirements of the Securities Act and the applicable rules and
     regulations of the Commission thereunder (except that such counsel need
     express no opinion as to financial statements or other financial or
     statistical data or information regarding the underwriters or the selling
     shareholders contained therein); (D) while such counsel has not verified
     the accuracy, completeness, or fairness of the statements contained in any
     registration statement or prospectus, as either may be amended or
     supplemented, nothing has come to such counsel's attention that would cause
     it to believe that the registration statement, the prospectus, or any
     amendment or supplement thereto contains any untrue statement of a material
     fact or omits to state a material fact required to be stated therein or
 
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