SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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         is entered appointing any such trustee, receiver, custodian, liquidator
         or similar official, or approving the petition in any such proceedings,
         and such order, judgment or decree remains unstayed and in effect for
         more than 60 days; or

                  (x) any order, judgment or decree is entered in any
         proceedings against the Company or any of its Subsidiaries (other than
         the Inactive Companies) decreeing the dissolution of the Company or
         such Subsidiary and such order, judgment or decree remains unstayed and
         in effect for more than 60 days; or

                  (xi) any order, judgment or decree is entered in any
         proceedings against the Company or any of its Subsidiaries (other than
         the Inactive Companies) decreeing a split-up of the Company or such
         Subsidiary which requires the divestiture of a Substantial Part, or the
         divestiture of the stock of a Subsidiary of the Company the assets of
         which constitute a Substantial Part, of the assets of the Company and
         its Subsidiaries and such order, judgment or decree remains unstayed
         and in effect for more than 60 days; or

                  (xii) a final judgment (not fully covered by insurance) in an
         amount in excess of $500,000 is rendered against the Company or any of
         its Subsidiaries (other than the Inactive Companies) and, within 30
         Business Days after entry thereof, such judgment is not discharged or
         execution thereof stayed pending appeal, or within 30 days after the
         expiration of any such stay, such judgment is not discharged.

                  7A. PURCHASERS' REMEDIES.

                  (i) Upon the occurrence of an Event of Default and subject to
         any rights of cure set forth in this Agreement, the holder of any
         shares of Preferred Stock may proceed to protect and enforce its rights
         under this Agreement and the Articles of Amendment by exercising such
         remedies as are available to such holder in respect thereof under
         applicable law, either by suit in equity or by action at law, or both,
         whether for specific performance of any covenant or other agreement
         contained in this Agreement or in aid of the exercise of any power
         granted in this Agreement. Subject to section 7A(ii), no remedy
         conferred in this Agreement upon the holder of any shares of Preferred
         Stock is intended to be exclusive of any other remedy, and each and
         every such remedy shall be cumulative and shall be in addition to every
         other remedy conferred herein or now or hereafter existing at law or in
         equity or by statute or otherwise.

                  (ii) In the event that (a) Suntrust refuses to give its
         consent pursuant to Exhibit I (the "Consent") to the payment of a
         dividend, or (b) the enforcement of any right or remedy accorded to the
         holders pursuant to paragraph 7A would violate, or cause the Company to
         be in violation of, or otherwise be restricted by, any covenant
         contained in, any Debt agreement or instrument to which the Company or
         any of its Subsidiaries is or may be a party and upon the written
         request by the Company to each holder, the holders agree to not assert
         any such right or remedy, as the case may be, the Company will

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