SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
<PAGE>   14

                  (ii) Without the prior written consent (which consent shall
         not be unreasonably withheld) of the Required Holder(s), the Company
         will not issue, sell or otherwise dispose of any of its Capital Stock
         or the Capital Stock of any of its Subsidiaries, other than (a) upon
         the conversion of shares of Preferred Stock; (b) pursuant to the Stock
         Option Plan, provided that the shares issued pursuant to options
         granted thereunder do not exceed 15% of the outstanding shares of
         Common Stock as of the date hereof; (c) in a Qualified Initial Public
         Offering; (d) as issued to physicians affiliated with surgery centers
         or physician practices and in the ordinary course of the Company's
         acquisitions of physician practices, surgery centers and surgery center
         development transactions, provided that such shares shall not be issued
         or sold at less than fair value therefor as determined in accordance
         with a valuation methodology developed by J.C. Bradford & Co. and
         generally utilized by the Company; (e) pursuant to a private equity
         financing which conforms with Section 6C(iii) of the Company in the
         absence of a Spin Off; or (f) pursuant to a Spin Off, provided that it
         shall be a condition of the issuance of such shares that the Company
         obtain a Private Letter ruling from the Internal Revenue Service to the
         effect that, among other things, the issuance of such shares qualifies
         as a reorganization within the meaning of Section 368(a)(1)(E) of the
         Code and the distribution of such shares will qualify as a tax-free
         distribution under Section 355 of the Code.

                  (iii) The Company shall not issue or sell, any shares of
         Common Stock or any warrants, options or other rights to subscribe for
         or purchase any such additional shares at a price per share for which
         Common Stock is issuable upon the exercise of such warrants, options or
         other rights that is less than the Current Market Price in effect
         immediately prior to such issue or sale.

                  (iv) Until the occurrence of a Qualified IPO, the Company
         shall not undertake an underwritten initial public offering resulting
         in a sale by the Company of Common Stock to the public at an aggregate
         offering price for the shares sold for the account of the Company of
         less than $20,000,000 without the affirmative vote of a majority of the
         shares of the Series A Redeemable Preferred Stock and the Series B
         Convertible Preferred Stock voting together as a single class.

                  6D. TRANSACTIONS WITH AFFILIATES. Except as set forth in
SCHEDULE 6D, the Company and its Subsidiaries are not parties to any material
contract, agreement or other understanding with any Affiliate. The Company will
not, and will not permit any of its Subsidiaries to, make any loans or advances
to any of their respective officers, directors, shareholders or Affiliates
(other than the Company or another Subsidiary), other than: (a) expense advances
made by the Company or such Subsidiary to its officers and employees in the
ordinary course of business and (b) other loans and advances to officers of the
Company or such Subsidiary in an aggregate principal amount outstanding at any
time not to exceed $200,000. The Company will not, and will not permit, any of
its Subsidiaries to, engage in any transactions with Affiliates (other than the
Company or another Subsidiary) other than in the ordinary course of business and