SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                 of Directors to fill a vacancy shall serve until the next
                 annual meeting of shareholders and until his successor has
                 been duly elected and qualified.  The rights of the Purchasers
                 hereunder shall commence on May 31, 2000 if a Qualified IPO
                 has not occurred before that date and shall terminate
                 thereafter upon the occurrence of a Qualified IPO.

         (e)     Optional Conversion.

                          (i)     Notwithstanding anything in Subsection (f) to
                 the contrary, at the option of the holders of the Series A
                 Redeemable Preferred Stock and upon the occurrence of a
                 Conversion Event, and for a period of thirty (30) days
                 thereafter, each holder of record of Series A Redeemable
                 Preferred Stock may, in such holder's sole discretion and at
                 such holder's option, convert any whole number or all of such
                 holder's shares of Series A Redeemable Preferred Stock into
                 fully paid and non-assessable shares of Class A Common Stock
                 at a rate equal to the Conversion Rate.  Any such conversion
                 may be effected by a holder of Series A Redeemable Preferred
                 Stock surrendering, on a date no later than thirty (30) days
                 after the occurrence of a Conversion Event, such holder's
                 certificate or certificates for the shares of Series A
                 Redeemable Preferred Stock to be converted, duly endorsed, at
                 the office of the Corporation or any transfer agent for the
                 Series A Redeemable Preferred Stock together with a written
                 notice to the Corporation at such office that such holder
                 elects to convert all or a specified number of shares of
                 Series A Redeemable Preferred Stock and stating the name or
                 names in which such holder desires the certificate or
                 certificates for such shares of Class A Common Stock to be
                 issued.  Promptly thereafter, the Corporation shall issue and
                 deliver to such holder or such holder's nominee or nominees, a
                 certificate or certificates for the number of shares of Class
                 A Common Stock to which such holder shall be entitled as
                 provided for herein.  Such conversion shall be deemed to have
                 been made at 12:01 a.m., local time on the day of such
                 surrender and the person or persons entitled to receive the
                 shares of Class A Common Stock issuable on such conversion
                 shall be treated for all purposes as the record holder or
                 holders of such shares of Class A Common Stock on that date.
                 The Corporation shall pay all taxes and other charges in
                 respect of the issuance of shares of Class A Common Stock upon
                 any such conversion; provided, however, that the Corporation
                 shall not be required to pay any tax which may be payable in
                 respect of any transfer involved in the issuance and delivery
                 of the shares of the Class A Common Stock in a name other than
                 that in which the shares of Series A Redeemable Preferred
                 Stock so converted were registered.

                          (ii)    The Corporation shall at all times reserve
                 and keep available out of the authorized and unissued shares
                 of Class A Common Stock, solely for the purpose of effecting
                 the conversion of issued and outstanding shares of Series A
                 Redeemable Preferred Stock such number of shares of Class A
                 Common Stock as shall from time to time be sufficient to
                 effect the conversion of all issued and outstanding shares of





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