SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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         thereafter and until Suntrust shall give its consent or until such
         Event of Default is cured, pay or accrue to the holders a cumulative
         dividend of 14% of the purchase price per annum per each share of
         Preferred Stock payable quarterly in cash. Upon such consent or cure by
         the Company, and upon payment of all due and accrued dividends, the
         cumulative dividend per share shall thereupon reduce to the dividend,
         if any, to which the holders would be entitled but for the failure of
         Suntrust to give its consent or such Event of Default.

         8.       REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company 
represents, covenants and warrants as follows:

                  8A. ORGANIZATION: CORPORATE AUTHORITY.

                  (i) The Company is a corporation duly organized, validly
         existing and in good standing under the laws of Tennessee and has all
         requisite corporate power and authority to own and operate its
         properties and to carry on its business, as it is now conducted. The
         Company has all requisite corporate power and authority to enter into
         and perform all of its obligations under this Agreement and the Other
         Agreements and to issue and sell the Preferred Stock as contemplated
         hereby. The execution, delivery and performance of this Agreement, the
         Other Agreements and the Preferred Stock have been duly authorized by
         the Board of Directors and all other necessary action on the part of
         the Company. The Company is duly qualified and in good standing as a
         foreign corporation authorized to do business in each jurisdiction in
         which the character of the properties owned or held under lease by it
         or the nature of the business transacted by it requires such
         qualification, except where the failure to be so qualified would not
         have a material adverse effect on the Company. The Company has all
         requisite power and authority to own or hold under lease the properties
         it purports to own or hold under lease and to carry on its business as
         now being conducted.

                  (ii) SCHEDULE 8A is a complete and correct list identifying
         each Subsidiary of the Company as of the date of this Agreement and
         showing, as to each such Subsidiary, the correct name thereof, the
         jurisdiction of its organization and the percentage of shares of each
         class of securities of such Subsidiary owned by the Company or another
         Subsidiary of the Company. All of the outstanding shares or other
         ownership interests of each of the Subsidiaries shown in Schedule 8A
         have been validly issued, are fully paid and nonassessable and are
         owned by the Company or another Subsidiary of the Company free and
         clear of any Lien or encumbrance. No Subsidiary of the Company owns any
         shares or other ownership interests of the Company.

                  Each Subsidiary of the Company is duly organized and validly
existing and is duly qualified and in good standing as an entity authorized to
do business in each jurisdiction in which the character of the properties owned
or held under lease by it or the nature of the business transacted by it
requires such qualification, except where failure to be so qualified would not
have

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