SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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proportionate combination or subdivision of all other classes and series of
capital stock of the Corporation.

         (d)     Voting.  The holders of Series A Redeemable Preferred Stock
shall be entitled to vote as a separate class on all such matters as may be
required by law to be submitted to such holders as a separate class and shall
have the following additional rights:

                          (i)     no amendment, modification or waiver will be
                 binding or effective with respect to any provision of this
                 Charter unless approved by the affirmative vote of the holders
                 of at least two-thirds of the outstanding shares of Series A
                 Redeemable Preferred Stock voting together as a separate
                 class; and

                          (ii)    the affirmative vote of the holders of
                 two-thirds of the outstanding shares of Series A Redeemable
                 Preferred Stock voting together as a separate class shall be
                 necessary to increase the number of authorized shares of
                 Preferred Stock or authorize or issue any additional shares of
                 any series of Preferred Stock or any shares of capital stock
                 of the Corporation of any class, or any security or
                 obligations convertible into any capital stock of the
                 Corporation of any class, other than the Corporation's Series
                 B Convertible Preferred Stock, in each case ranking on a
                 parity with or senior to the Series A Redeemable Preferred
                 Stock as to distribution of assets in liquidation or in the
                 right of payment of dividends.

                 In all other matters, subject to voting rights that may be
                 granted to holders of other classes or series of Preferred
                 Stock and Common Stock outstanding from time to time, the
                 holders of Series A Redeemable Preferred Stock shall vote
                 together with the holders of Common Stock and the holders of
                 all other series of Preferred Stock as a single class.  In all
                 matters that the holders of Series A Redeemable Preferred
                 Stock are entitled to so vote, such holders shall be entitled
                 to .25 votes per share of Series A Redeemable Preferred Stock.

                          (iii)  With respect to the election of members to the
                 Board of Directors (each, a "Director"), the Purchasers of
                 Series A Redeemable Preferred Stock and the Purchasers of
                 Series B Convertible Preferred Stock pursuant to the Purchase
                 Agreement, voting together as a separate class, shall be
                 entitled to elect one (1) Director under the circumstances
                 described below in this Subsection (d)(iii).  In addition, the
                 Purchasers of Series A Redeemable Preferred Stock and the
                 Purchasers of Series B Convertible Preferred Stock, voting
                 together as a separate class, shall be entitled to vote on the
                 removal, with or without cause, of any Director elected by
                 them pursuant to this Subsection (d)(iii).  Any vacancy in the
                 office of a Director elected by the Purchasers of Series A
                 Redeemable Preferred Stock and Purchasers of Series B
                 Convertible Preferred Stock may be filled by a vote of such
                 Purchasers voting together as a separate class.  In the
                 absence of a vote within 30 days, any such vacancy may be
                 filled by the remaining Directors.  Any Directors elected by
                 the Board





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