SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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         (g)     Mandatory Redemption.

                          (i)     The Corporation shall redeem, from funds of
                 the Corporation legally available therefor, all of the
                 outstanding Series A Redeemable Preferred Stock at a price
                 equal to the Redemption Price on the earlier to occur of (a) a
                 Mandatory Redemption Event or (b) the Sixth Anniversary (each,
                 a "Mandatory Redemption Event").

                          (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
                 thirty-five (35) days prior to the anticipated date of a
                 Mandatory Redemption Event.  The Redemption Notice shall
                 specify the date of redemption, which date shall be on or no
                 more than five (5) days prior to the anticipated date of the
                 Mandatory Redemption Event (the "Redemption Date"), the
                 Redemption Price and the aggregate number of shares being
                 redeemed by the Corporation (which, subject to legally
                 available funds therefor, shall be all of the issued and
                 outstanding shares of Series A Redeemable Preferred Stock),
                 and shall call upon each holder of Series A Redeemable
                 Preferred Stock to surrender to the Corporation on the
                 Redemption Date at the location specified in the notice, such
                 holders' certificate or certificates evidencing such shares.
                 Upon tendering such certificate or certificates, each
                 shareholder 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.

         (h)     Definitions.  For the purposes of this Section (1) of Article
7 the following terms shall have the following meanings:

                 "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                 "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value and Class B
         Common Stock, no par value.

                 "Conversion Event" shall mean the earlier to occur of (i) that
         date which is sixty (60) days after a Spin Off or (ii) upon a
         Qualified IPO.





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