SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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               "Preferred Stock" means the shares of Series A Redeemable Stock,
          no par value, and the shares of Series B Convertible Preferred Stock,
          no par value, of the Corporation issued to the Preferred Stock
          Purchasers.

               "Registrable Shares" means that any time (i) any Common Shares
          originally issued to the Investors; (ii) any Common Shares then
          outstanding which were issued upon conversion of the Preferred Stock,
          or 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 or exchange of
          Registrable Shares; (iii) Common Shares issuable upon exercise of
          outstanding options; (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 or exemptive order
          promulgated or issued 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.

               Notwithstanding the foregoing, all references in the Agreement to
          the term "Registrable Shares" other than references in Section 2
          thereof shall include any Common Shares issued on November 30, 1992 to
          The Endoscopy Center, a Tennessee general partnership ("TEC"), and
          issued on November 23, 1992 to the parties of TEC, so that TEC and its
          partners shall have the same rights to Piggyback Registrations as the
          other Investors, but shall not have any rights to a Demand
          Registration.

     2.   Section 2 of the Agreement is hereby amended to read as follows:

          2.   DEMAND REGISTRATION AND SHORT-FORM REGISTRATION.

               (a) At any time after 180 days after the effective date of the
          registration statement the Corporation has filed under the Securities
          Act with respect to its Initial Public Offering, the holder or holders
          of at least 66 2/3% of the Registrable Shares then outstanding (other
          than the Registrable Shares held by the Preferred Stock Purchasers)
          may, by written notice delivered to the Corporation, require
          registration under the Securities Act of all or part of their
          Registrable Shares on Form S-1 or any similar long form registration
          ("Demand Registration"). The Corporation shall not be obligated to
          effect more than one Demand Registration. A registration will not
          count as the permitted Demand Registration until it has become
          effective and will not count as the permitted Demand Registration
          unless the holders of such Registrable Shares initially



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