SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                 property, assets or business to another corporation other than
                 in a Company Sale (a "Reorganization Event"). If pursuant to
                 the terms of such Reorganization Event, shares of common stock
                 of the successor or acquiring corporation, or any cash, shares
                 of stock or other securities or property of any nature
                 whatsoever (including warrants or other subscription or
                 purchase rights) in addition to or in lieu of common stock of
                 the successor or acquiring corporation (herein referred to as
                 "Other Property"), are to be received by or distributed to the
                 holders of Class A Common Stock of the Corporation, each
                 holder of Series B Convertible Preferred Stock shall have the
                 right thereafter to receive, after giving effect to such
                 conversion, the number of shares of common stock of the
                 successor or acquiring corporation or of the corporation, if
                 it is the surviving Corporation, and Other Property receivable
                 upon or as a result of such Reorganization Event by a holder
                 of the number of shares of Class A Common Stock for which such
                 Series B Convertible Preferred Stock is convertible
                 immediately prior to such event. For purposes of this
                 Subsection (f), "common stock of the successor or acquiring
                 corporation" shall include stock of such corporation of any
                 class which is not preferred as to dividends or assets over
                 any other class of stock of such corporation and which is not
                 subject to redemption and shall also include any evidences of
                 indebtedness, shares of stock or other securities which are
                 convertible into or exchangeable for any such stock, either
                 immediately or upon the arrival of a specified date or the
                 happening of a specified event, and any warrants, options or
                 other rights to subscribe for or purchase any such stock.  The
                 foregoing provisions of this Subsection (f) shall similarly
                 apply to successive Reorganization Events.

                          (ii)    Upon the occurrence of any Reorganization
                 Event, the Corporation shall forthwith prepare a certificate
                 to be executed by the chief financial officer of the
                 Corporation setting forth, in reasonable detail, the events
                 described therein and the number of shares or Other Property
                 receivable by the holders of the Series B Convertible
                 Preferred Stock. The Corporation shall promptly cause a signed
                 copy of such certificate to be delivered to each holder of
                 Series B Convertible Preferred Stock no later than 5 days
                 prior to the anticipated occurrence of such event. In
                 addition, holders of Series B Convertible Preferred Stock
                 shall be entitled to the same rights to receive notice of
                 corporate action as any holder of Class A Common Stock.

         (g)     Put to the Corporation. 

                          (i)     If, by November 20, 2002 (the "Put Date"),
                 there shall not have occurred a Triggering Event, then the
                 holders of Series B Convertible Preferred Stock shall have the
                 right to sell to the Corporation all of the issued and
                 outstanding shares of Series B Convertible Preferred Stock,
                 and the Corporation shall have the obligation to purchase from
                 such holders any of such shares so put to the Corporation, at
                 the price (the "Put Price") equal to the Current Market Price.





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