SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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Event, (ii) a Spin Off, and (iii) the date the Required Holder(s) cease(s) to
own 25% or more of the Redeemable Stock or Convertible Stock purchased by them
or the Common Stock of the Company received upon conversion thereof (on a
fully-diluted and as-converted basis) held by such Required Holder(s), in the
aggregate.

                 6A. LIMITATION ON DEBT. The Company will not, and will not
permit any of its Subsidiaries to create, assume or incur, or become or at any
time be liable in respect of, any Debt:

                  (i) in excess of $40,000,000; or

                  (ii) in violation of any limitation on Debt that has not been
         waived contained in the Suntrust Agreement, or any amendment,
         extension, refunding or replacement thereof.

                  6B. RESTRICTIONS ON SALES, MERGERS AND CONSOLIDATIONS. Without
the prior written consent of the Required Holder(s), the Company will not, and
will not permit any of its Subsidiaries to: (i) lease a Substantial Part of its
properties (or any of its divisions or businesses) substantially as an entirety
to any Person; (ii) consolidate or merge with any other Person, or sell or
otherwise dispose of all or a Substantial Part of its properties or business or
any of its divisions or businesses, except in a transaction constituting a
Triggering Event; (iii) liquidate, wind up or dissolve (or suffer any
liquidation or dissolution); or (iv) convey, sell, lease, transfer or otherwise
dispose of, in one transaction or a series of transactions, all or any
Substantial Part of its business, property or fixed assets, whether now owned or
hereafter acquired, except in a transaction constituting a Triggering Event.

                  6C. RESTRICTIONS ON DIVIDENDS, ISSUANCE OF CAPITAL STOCK.

                  (i) Except as otherwise permitted in this Agreement, the Other
         Agreements, the Redeemable Certificate of Designation, and the
         Convertible Certificate of Designation, the Company will not pay any
         dividends, in cash or otherwise, or make any distributions, to its
         shareholders, or purchase, redeem or otherwise acquire any of its
         outstanding Capital Stock, or set apart assets for a sinking or other
         analogous fund for the purchase, redemption, retirement or other
         acquisition of, any shares of its Capital Stock; provided, however,
         that the Company may (a) make payments to AHC, pursuant to arms-length
         management services, administrative services or other agreements
         approved by the Company's Board of Directors, (b) purchase shares for
         an aggregate purchase price of not more than $750,000 pursuant to
         agreements executed by the Company in connection with acquisitions of
         physician practices, surgery centers and surgery center development
         transactions, and (c) pay cash in lieu of fractional shares of its
         Common Stock on exercise of outstanding options to purchase its Common
         Stock and on conversion of Preferred Stock.


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