SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   8



Other Agreements or (ii) questions the validity or legality of any such
transactions or seeks to recover damages or to obtain other relief in connection
with any such transactions, and, to the best of the Purchasers' and the
Company's knowledge, there shall be no valid basis for any such action,
proceeding or investigation.

                  4F. APPROVALS AND CONSENTS. The Company shall have duly
received all authorizations, waivers, consents, approvals, licenses, franchises,
permits and certificates by or of all federal, state and local governmental
authorities and all material consents of all other Persons necessary for the
validity of the authorization, execution, delivery and issuance, as the case may
be, of the Preferred Stock, this Agreement and the Other Agreements and the
consummation of the transactions contemplated hereby and thereby, all of which
shall be in full force and effect at the time of Closing.

                  4G. NO MATERIAL ADVERSE CHANGE. No material adverse change in
the business, condition (financial or other), assets, properties, operations or
prospects of the Company and its Subsidiaries shall have occurred since
September 30, 1996.

                  4H. OFFICER'S CERTIFICATE AS TO FINANCIAL STATEMENTS. The
Purchasers shall have received an Officer's Certificate to the effect that the
consolidated balance sheet of the Company and its Subsidiaries as of September
30, 1996 and the related consolidated statements of operations and retained
earnings for the three-month period then ended (and cash flows for the
nine-month period then ended), fairly present in all material respects the
financial condition and results of operations of the Company and its
Subsidiaries on a consolidated basis in accordance with GAAP, subject to changes
resulting from year-end adjustments and to the absence of footnotes.

                  4I. COMPLIANCE WITH EXISTING DEBT FACILITIES; OTHER
RESTRICTIONS. The Purchasers shall have received a certificate signed by the
Company's Chief Financial Officer and dated the Closing Date to the effect that
the Company and its Subsidiaries (i) are in compliance with all agreements
relating to the Debt of the Company and its Subsidiaries to Suntrust Bank,
Nashville, N.A. ("Suntrust"), and (ii) to the best of the Company's knowledge,
and without conducting an independent investigation thereof, are in compliance
with all other agreements relating to the Debt of the Company. To the best of
the Company's knowledge, and without conducting an independent investigation
thereof, the execution of this Agreement and performance of its obligations
hereunder will not violate any covenants in any such agreements that purport to
(a) limit or restrict the issuance by the Company of the Preferred Stock (b) the
Company's ability or obligation to make any payment due in respect of the
Preferred Stock or perform its other obligations under this Agreement and the
Other Agreements. The Company shall have delivered to the Purchasers (i)
complete copies of all documents or instruments relating to the Debt of the
Company to Suntrust (such documents or instruments collectively, the "Suntrust
Agreement"), and (ii) the consent (the "Consent") of Suntrust to the issuance of
and sale by the Company of the Preferred Stock pursuant to the terms of the
Purchase Agreement and the terms of the Designations for the Redeemable Stock
and the Convertible Stock. A copy of the Suntrust

                                        4