SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 
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                          STATE SECURITIES LAW OR AN OPINION OF COUNSEL
                          REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
                          REGISTRATION IS NOT REQUIRED."


(3)      Common Stock.  Except as otherwise provided in this Section (3) of
Article 7, the Class A Common Stock and the Class B Common Stock shall have the
same rights and privileges and shall rank equally, share ratably and be
identical in all respects and as to all matters.  All subsection references
contained herein shall be to this Section (3) of Article 7.

                 (a)      Voting.

                          (i)     Except as expressly provided herein, at every
                 meeting of shareholders of the Corporation, every holder of
                 Class A Common Stock shall be entitled to one vote and every
                 holder of Class B Common Stock shall be entitled to eight
                 votes, in person or by proxy for each share of Class A Common
                 Stock and Class B Common Stock, respectively standing in such
                 holder's name on the transfer books of the Corporation in the
                 election of the Corporation's Board of Directors or the
                 removal, but only for cause (as defined in Section 9 hereof),
                 of any Director.  On all other matters, the holders of the
                 Class A Common Stock and the Class B Common Stock shall be
                 entitled to one vote in person or by proxy for each share of
                 Class A Common Stock or Class B Common Stock standing in the
                 name of such holders and in the transfer books of the
                 Corporation.

                          (ii)    The holders of Class A Common Stock shall be
                 entitled to vote separately as a group only with respect to
                 (1) amendments to the  Corporation's Charter that alter or
                 change the powers, preferences or special rights of the
                 holders of Class A Common Stock so as to affect them
                 adversely, and (2) such other matters as may require separate
                 group voting under the Tennessee Business Corporation Law.
                 The holders of Class B Common Stock shall be entitled to vote
                 separately as a group only with respect to (1) amendments to
                 the Corporation's Charter that alter or change the powers,
                 preferences or special rights of the holders of Class B Common
                 Stock so as to affect them adversely, and (2) such other
                 matters as may require separate group voting under the
                 Tennessee Business Corporation Law.  On each other matter, the
                 holders of Class A Common Stock and Class B Common Stock shall
                 vote together as a single group, together with the holders of
                 any series of Preferred Stock entitled to vote on such matter,
                 subject to any rights of such series of Preferred Stock to
                 vote as a separate class on such matter.





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