SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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Stock for the Purchaser's own account, for investment purposes and not with a
view to or for sale in connection with any distribution thereof in violation of
applicable federal and state securities laws, (iii) the Purchaser has received,
or has had access to, all information which it considers necessary or advisable
to enable the Purchaser to make a decision concerning its purchase of the
Preferred Stock, and possesses such knowledge and experience in financial and
business matters that the Purchaser is capable of evaluating the merits and
risks of the Purchaser investment hereunder, and (iv) the source of the funds
used by such Purchaser to purchase the Preferred Stock or otherwise to effect
the transactions contemplated hereunder will not involve any transaction which
is subject to the prohibitions of section 406 of ERISA or in connection with
which a tax could be imposed pursuant to section 4975 of the Code, provided the
Company is neither a "party in interest," as such term is defined in section
3(14) of ERISA, nor a "disqualified person," as such term is defined in section
4975(e)(2) of the Code, with respect to any "employee benefit plan," as such
term is defined in section 3(3) of ERISA, whose assets include such source of
funds for purposes of Department of Labor regulations at 29 CFR 2510.3-101.

                  By accepting any Preferred Stock, each holder of any Preferred
Stock that receives any information with respect to the Company or any
Subsidiary agrees to use each holder's best efforts not to disclose any such
information that should reasonably be expected by the recipient to be
confidential and proprietary to the Company without the prior consent of the
Company (other than to such holder's employees, auditors or counsel, its limited
partners or to another holder of shares of Preferred Stock) provided that any
such holder may disclose any such information (a) as has become generally
available to the public, (b) upon prior notice to the Company (i) as may be
required or appropriate in any report, statement or testimony submitted to any
municipal, state or Federal or other national regulatory body having or claiming
to have jurisdiction over such holder, (ii) as may be required or appropriate in
response to any summons or subpoena or in connection with any litigation, (iii)
in order to comply with any law, order, regulation or ruling applicable to such
holder, or (iv) to the prospective transferee in connection with any
contemplated transfer of any of the Preferred Stock by such holder and provided
further that the foregoing restrictions shall not apply to any information with
respect to the Company or any Subsidiary that such holder of Preferred Stock
acquires, develops or receives from a source other than the Company or a Person
which, to the holder's knowledge, would be in violation of any confidentiality
agreement with the Company by disclosing such information.

         10. DEFINITIONS. For the purpose of this Agreement, the terms defined
in paragraphs 1, 2 and 3 and elsewhere in this Agreement shall have the
respective meanings specified therein, and, except as otherwise indicated, the
following additional terms shall have the meanings specified with respect
thereto below:

         "AFFILIATE" shall mean, with respect to any Person, other than AHC,
directly or indirectly controlling, controlled by or under direct or indirect
common control with, such Person. The term Affiliate shall include, without
limitation, (i) any director or executive officer of such Person or of an
Affiliate of such Person, (ii) any group, acting in concert, of such director,
executive officer

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