SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                 "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                 "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                 "Qualified IPO" means (i) an initial public offering of Class
         A Common Stock of the Corporation yielding net cash proceeds to the
         Corporation of at least $25,000,000 or (ii) in the event the
         Corporation has completed a Spin Off, a public offering of Class A
         Common Stock of the Corporation yielding net cash proceeds to the
         Corporation and/or its shareholders of at least $20,000,000.

                 "Redemption Price" for any shares of Series A Redeemable
         Preferred Stock as of any particular date shall mean an amount equal
         to the Liquidation Value.

                 "Secondary Registration" means the offer and sale of
         securities to the public by or on behalf of one or more of the holders
         of the Corporation's securities pursuant to a registration statement
         filed by the Corporation with, and declared effective by, the
         Commission.

                 "Sixth Anniversary" shall mean November 20, 2002.

                 "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a "reorganization" with the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock held
         by American Healthcorp, Inc. ("AHC") pro rata among the shareholders
         of AHC in a tax-free distribution under Section 355 of the Code.

         (i)     Notices.  All written communications provided for hereunder
shall be sent by first-class mail or nationwide overnight delivery service
(with charges prepaid) or via receipted facsimile transmission and shall be
directed to the relevant party at its address stated below:

                 If to Electra:
                                  Electra Investment Trust PLC
                                  65 Kingsway
                                  London, England  WC2B 6QT
                                  Attention:  Philip J. Dyke, Company Secretary
                                  Telecopy No.: 011-44-71-404-5388





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