SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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         "COMMON STOCK" shall have the meaning specified in the recitals to 
this Agreement

         "COMMISSION" shall mean the United States Securities and Exchange
Commission or any governmental body or agency succeeding to the functions
thereof.

         "COMPANY SALE" shall mean (i) the sale or other disposition by the
Company of all or substantially all of the stock or assets of the Company to an
independent third party in an arms-length transaction, including disposition by
merger, share exchange or lease yielding net proceeds to the Company of at least
$25,000,000, or in the event that the Company has completed a Spin Off, such
disposition yielding to the Company and/or its Shareholders net cash proceeds or
freely marketable securities of at least $20,000,000.

         "CONSOLIDATED NET EARNINGS" means consolidated gross revenues of the
Company and its Subsidiaries less all operating and nonoperating expenses of the
Company and its Subsidiaries, including all charges of a proper character
(including current and deferred taxes on income, provision for taxes on income,
provision for taxes on unremitted foreign earnings which are included in gross
revenues, and current additions to reserves), all determined in accordance with
GAAP applied on a basis consistent with prior years, but not including in gross
revenues any gains (net of expenses and taxes applicable thereto) in excess of
losses resulting from the sale, conversion or other disposition of capital
assets (i.e., assets other than current assets) any gains resulting from the
write-up of assets, any gains resulting from an acquisition by the Company or
any of its Subsidiaries at a discount of any Debt of the Company or any of its
Subsidiaries, any equity of the Company or any of its Subsidiaries in the
unremitted earnings of any corporation which is not a Subsidiary of the Company,
any earnings of any Person acquired by the Company or any of its Subsidiaries
through purchase, merger or consolidation or otherwise for any time prior to the
date of acquisition, or any deferred credit representing the excess of equity in
any Subsidiary of the Company at the date of acquisition over the cost of the
investment in such Subsidiary.

         "CONVERTIBLE DESIGNATION" shall have the meaning accorded such term in
paragraph 1.

         "CONVERTIBLE STOCK" shall have the meaning specified in paragraph 1.

         "CONTRACTS" shall have the meaning specified in paragraph 8Q.

         "CONVERTIBLE STOCK" shall have the meaning specified in paragraph 1.

         "CURRENT BUSINESS" shall mean the business of the Company as described 
in the Offering Memorandum.

         "DEBT" means, with respect to any Company, all obligations of the
Company, contingent or otherwise, which in accordance with GAAP would be
classified on a balance sheet of the Company as liabilities of the Company, but
in any event including (a) liabilities secured by any

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