SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                                  Telecopy No.: (615) 742-6293

                 (j)      Registration of Transfer. The Corporation shall keep
         at its principal office (or such other place as the Corporation
         designates) a register for the registration of shares of Series B
         Convertible Preferred Stock of the Corporation. Upon the surrender of
         any certificate representing shares of Series B Convertible Preferred
         Stock at such place, the Corporation shall, at the request of the
         registered holder of such certificate, execute and deliver a new
         certificate or certificates in exchange therefor representing in the
         aggregate the number of shares of Series B Convertible Preferred Stock
         represented by the surrendered certificate (and the Corporation
         forthwith shall cancel such surrendered certificate), subject to the
         requirements of applicable securities laws and to any restrictions on
         transfer (including without limitation, those referred to in any
         legend on the certificate so surrendered). Each such new certificate
         shall be registered in such name and shall represent such number of
         shares of Series B Convertible Preferred Stock as is requested by the
         holder of the surrendered certificate and shall be substantially
         identical in form to the surrendered certificate. The issuance of new
         certificates shall be made without charge to the holders of the
         surrendered certificates for any issuance tax in respect thereof or
         other cost incurred by the Corporation in connection with such
         issuance; 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 any certificate in a
         name other than that of the holder of the surrendered certificate.

                 (k)      Replacement. Upon receipt of evidence reasonably
         satisfactory to the Corporation (an affidavit of the registered holder
         shall be satisfactory) of the ownership and the loss, theft,
         destruction or mutilation of any certificate evidencing one or more
         shares of Series B Convertible Preferred Stock and, in the case of any
         such loss, theft or destruction, upon receipt of an unsecured
         indemnity agreement satisfactory to the Corporation or, in the case of
         any such mutilation, upon surrender of such certificate, the
         Corporation shall execute and deliver in lieu of such certificate a
         new certificate of like kind representing the number of shares of
         Series B Convertible Preferred Stock represented by such lost, stolen,
         destroyed or mutilated certificate and dated the date of such lost,
         stolen, destroyed or mutilated certificate.

                 (l)      Restrictive Legend.  The Series B Convertible
         Preferred Stock, and all shares of Common Stock issued upon conversion
         hereof, shall be stamped or otherwise imprinted with a legend in
         substantially the following form:

                                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT
                          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
                          ANY STATE SECURITIES LAWS.  SUCH SECURITIES AND ANY
                          SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
                          SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE
                          OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
                          AND ANY APPLICABLE





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