SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                 Series A Redeemable Preferred Stock and if, at any time, the
                 number of authorized and unissued shares of Class A Common
                 Stock shall not be sufficient to effect conversion of the then
                 issued and outstanding shares of Series A Redeemable Preferred
                 Stock, the Corporation shall take such corporate action as may
                 be necessary to increase the number of authorized and unissued
                 shares of Class A Common Stock to such number as shall be
                 sufficient for such purposes.

         (f)     Optional Redemption

                          (i)     The Corporation may, at the option of the
                 Board of Directors at any time and from time to time, pursuant
                 to notice to each holder thereof, redeem from funds of the
                 Corporation legally available therefor, all or part of the
                 outstanding Series A Redeemable Preferred Stock at a price
                 equal to the Redemption Price.

                          (ii)    The Corporation shall give written notice
                 (the "Redemption Notice") by mail, postage prepaid, to all
                 holders of Series A Redeemable Preferred Stock no later than
                 forty-five (45) days prior to the date specified for
                 redemption therein (the "Redemption Date").  The Redemption
                 Notice shall specify the Redemption Date, the Redemption Price
                 and the aggregate number of shares offered to be redeemed by
                 the Corporation (the "Redeemed Shares").  If the Redemption
                 Notice specifies less than all of the issued and outstanding
                 shares of Series A Redeemable Preferred Stock as Redemption
                 Shares, the shares of each holder which will be redeemed will
                 equal the product of (x) the number of Redemption Shares and
                 (y) the number of shares owned by each holder divided by the
                 number of all issued and outstanding shares of Series A
                 Redeemable Preferred Stock.  No later than ten (10) days prior
                 to the Redemption Date, the Corporation shall give written
                 notice by mail, postage prepaid, to each holder of the Series
                 A Redeemable Preferred Stock calling upon each such
                 shareholder to surrender to the Corporation on the Redemption
                 Date at the location designated in the notice such holder's
                 certificate or certificates representing the shares of Series
                 A Redeemable Preferred Stock to be redeemed by the
                 Corporation.  Each holder shall surrender to the Corporation
                 the certificate or certificates evidencing such shares on the
                 Redemption Date at the location designated in such notice.
                 Upon tendering such certificate or certificates, each such
                 holder shall be entitled to receive full payment of the
                 Redemption Price.  From and after the Redemption Date (unless
                 default shall be made by the Corporation in duly paying the
                 Redemption Price, in which event all of the rights of the
                 holders of such shares shall continue), the holders of the
                 shares of Series A Redeemable Preferred Stock so redeemed
                 shall cease to have any rights as shareholders of the
                 Corporation with respect to those shares except the right to
                 receive the Redemption Price upon surrender of the applicable
                 certificate or certificates.  Such shares shall thereafter be
                 transferred to the Corporation to be held as treasury stock on
                 the books of the Corporation and shall not be deemed
                 outstanding for any purpose whatsoever until such time, if at
                 all, that the Corporation reissues any such shares.





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