SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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                  (i) as soon as available and in any event within 45 days after
         the end of each of the first three fiscal quarters, the unaudited
         consolidated balance sheets of the Company as of the end of such fiscal
         quarter, and the unaudited consolidated and consolidating statements of
         income of the Company and its consolidated Subsidiaries for such
         quarter and for a period from the beginning of the fiscal year to the
         close of such fiscal quarter, all certified by the chief financial
         officer or chief accounting officer of the Company as being true and
         correct to the best of his or her knowledge;

                  (ii) as soon as available, and in any event within 90 days
         after the close of each fiscal year, the audited consolidated financial
         statements of the Company setting forth the audited consolidated
         balance sheets of the Company as at the end of such year, and the
         audited consolidated statements of income, statements of cash flows,
         and consolidated statements of retained earnings of the Company for
         such year, setting forth in each case in comparative form, other than
         as to cash flow, (beginning when comparative data are available) the
         corresponding figures for the preceding fiscal year accompanied by the
         report of the Company's certified public accountants, and by an
         unaudited consolidating balance sheet and unaudited consolidating
         statements of income of the Company and its Subsidiaries and duly
         certified by the Company's chief financial officer as being correct
         reflections of the information used for the audited consolidated
         financial statements. The audit opinion in respect of the financial
         statements of the Company shall be the opinion of a firm of independent
         certified public accountants reasonably acceptable to the Required
         Holder(s); and

                  (iii) together with each delivery of financial statements
         required by clauses (i) and (ii) above, an Officers' Certificate
         stating that the signers have reviewed the terms of this Agreement and
         the Preferred Stock and have made, or caused to be made under their
         supervision, a review in reasonable detail of the transactions and
         condition of the Company and its Subsidiaries during the fiscal period
         covered by such financial statements and further that such review has
         not disclosed the existence during or at the end of such fiscal period,
         and that the signers do not have knowledge of the existence, as of the
         date of the Officers' Certificate, of any condition or event which
         constitutes a Default or Event of Default or, if any such condition or
         event existed or exists, specifying the nature and period of existence
         thereof and what action the Company has taken or is taking or proposes
         to take with respect thereto.

                  5B. INSPECTION OF PROPERTY. Upon the occurrence and during the
continuation of a Default or Event of Default, any Required Holder of Preferred
Stock, acting alone, shall be entitled to visit and inspect any of the
properties of the Company and its Subsidiaries, to examine the books and
financial records of the Company and its Subsidiaries and make copies thereof or
extracts therefrom and to discuss its affairs, finances and accounts with its
officers and its and their independent public accountants, all at reasonable
times and upon reasonable prior notice to the Company. All expenses incurred by
such holder in connection with such holder's exercise of rights pursuant to this
paragraph 5B shall be borne by such holder, except that the Company

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