SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
<PAGE>   15

                 percentage ownership of Series B Convertible Preferred Stock.
                 Notwithstanding Subsection (e)(ii) below, such conversion
                 shall be deemed to have been made at 12:01 a.m. on the day of
                 the date on which the Triggering Event occurs, and the holders
                 of shares of Series B Convertible Preferred Stock shall be
                 treated for all purposes as the record holders of such shares
                 of Class A Common Stock on that date.

                          (ii)    Any conversion provided for in this
                 Subsection (e) shall be effected by the holders of Series B
                 Convertible Preferred Stock surrendering their certificates
                 for such shares, duly endorsed, at the office of the
                 Corporation or any transfer agent for the Series B Convertible
                 Preferred Stock, together with written notices stating the
                 name or names in which each 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 holders or such holders' nominees, a
                 certificate or certificates for the number of shares of Class
                 A Common Stock to which such holder shall be entitled in
                 accordance with the foregoing provisions. 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 B Convertible Preferred Stock so
                 converted were registered.

                          (iii)   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 B
                 Convertible 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
                 Series B Convertible 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 B Convertible
                 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)     Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

                          (i)     All of the issued and outstanding shares of
                 Class B Convertible Preferred Stock may be converted at the
                 Current Market Price per share into shares of Class A Common
                 Stock in accordance with the applicable provisions of
                 Subsection (e) in the event the Corporation shall reorganize
                 its capital pursuant to a spin off or otherwise, reclassify
                 its capital stock, consolidate or merge with or into another
                 corporation (where there is a change in or distribution with
                 respect to the Class A Common Stock of the Corporation), or
                 sell, transfer or otherwise dispose of all of its





                                       15