SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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shares of Preferred Stock at the time or thereafter outstanding shall be bound
by any consent authorized by this paragraph 12C, whether or not the shares of
Preferred Stock shall have been marked to indicate such consent, but any shares
of Preferred Stock issued thereafter may bear a notation referring to any such
consent; provided that without the written consent of the holder or holders of
all the Preferred Stock at the time outstanding, no consent, amendment or waiver
to or under this Agreement shall affect the exchange, conversion or put rights
of the Preferred Stock, or reduce the proportion of the amount of shares of
Preferred Stock required with respect to any consent, amendment or waiver of, or
contemplated by, this Agreement or alter the rights or obligations of any holder
of Preferred Stock without so altering the rights or obligations of all holders
of Preferred Stock. No course of dealing between the Company and a holder of
Preferred Stock nor any delay in exercising any rights hereunder or under the
Preferred Stock shall operate as a waiver of any rights of any holder of
Preferred Stock. As used herein, the term "this Agreement" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

         12D. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All
representations and warranties contained herein or made in writing by or on
behalf of the Company in connection herewith shall survive the execution and
delivery of this Agreement, the Other Agreements and the Preferred Stock, the
transfer by the Purchasers of any shares of Preferred Stock or portion thereof
or interest therein, and may be relied upon by any Transferee regardless of any
investigation made at any time by or on behalf of any Purchaser or any
Transferee. Subject to the preceding sentence, this Agreement, the Other
Agreements and the Preferred Stock embody the entire agreement and understanding
among the Purchasers and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

         12E. SUCCESSORS AND ASSIGNS. All covenants and other agreements in this
Agreement contained by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto (including, without limitation, any Transferee) whether so expressed or
not.

         12F. NOTICES. All written communications provided for hereunder shall
be sent by first-class mail or nationwide overnight delivery service (with
charges prepaid) or via receipted facsimile transmission and shall be directed
to the holder at the holder's last requested address or facsimile number:

                  If to Electra:
                          
                           Electra Investment Trust, P.L.C.
                           65 Kingsway
                           London, England WC2B 6QT
                           Attention: Philip J. Dyke, Company Secretary
                           Telecopy No.: 011-44-71-404-5388


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