SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         with a copy to:
 
            James H. Cheek, III
            Bass, Berry & Sims PLC
            2700 First American Center
            Nashville, TN 37238
 
        (b) If to AmSurg:
 
            AmSurg Corp.
            One Burton Hills Boulevard
            Nashville, Tennessee 37215
            Attention: Ken P. McDonald
 
        with a copy to:
 
            Byron R. Trauger
            Doramus, Trauger & Ney
            222 Fourth Avenue North
            Nashville, Tennessee 37219
 
     5.5 Captions.  All section captions herein are for convenience of reference
only, do not constitute part of this Agreement and shall not be deemed to limit
or otherwise affect any of the provisions hereof.
 
     5.6 Assignment.  This Agreement and all the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either party
without the prior written consent of the other party and any such assignment of
obligation shall relieve the assigning party from its responsibility hereunder.
Except as expressly otherwise provided herein, nothing contained in this
Agreement or the agreements referred to herein is intended to confer on any
person or entity other than the parties hereto and their respective successors
and permitted assigns any benefit, rights or remedies under or by reason of this
Agreement and such other agreements.
 
     5.7 Further Assurances.  AHC and AmSurg will do such additional things as
are necessary or proper to carry out and effectuate the intent of this Agreement
or any part hereof or the transactions contemplated hereby.
 
   
     5.8 Expenses.  Each party will bear its own expenses in connection with the
transactions contemplated by this Agreement; provided, however, that (a) AHC and
AmSurg will share equally the costs of (i) preparing and amending the
Registration Statement on Form 10, (ii) preparing the Distribution Agreement and
Related Agreements and (iii) preparing the SEC no-action letter; (b) AmSurg will
be responsible for the costs of (i) preparing and, as required, filing any
charter amendment or merger required to effect the Recapitalization, (ii)
preparing, printing (or reproducing) and mailing a proxy statement for purposes
of soliciting the votes of shareholders of AmSurg in order to effect the
Recapitalization and to obtain any other required approvals of the shareholders
of AmSurg, (iii) listing or other inclusion of the shares of AmSurg common stock
on the Nasdaq National Market or on a national securities exchange, (iv) the
SEC's registration fees, (v) any required registration or qualification of any
shares of AmSurg common stock under state Blue Sky and securities laws, (vi) the
preparation of stock certificates for the shares of AmSurg common stock to be
distributed in connection with the Recapitalization, the Exchange and the
Distribution, (vii) the fees and expenses of J.C. Bradford & Co., (viii) the
fees of Doramus, Trauger & Ney and, with respect to services performed on behalf
of AmSurg, Bass, Berry & Sims PLC, (ix) preparing and auditing the separate
financial statements of AmSurg and its consolidated subsidiaries and (x)
obtaining any governmental or third party consents or approvals required to be
obtained on the part of AmSurg in connection with the transactions contemplated
by this Agreement; and (c) AHC will be responsible for the costs of (i)
preparing the Ruling Request and, if applicable, the Tax Opinions, (ii) printing
(or reproducing) and mailing the Information Statement included in the
Registration Statement on Form 10 to AHC Holders, (iii) the fees and expenses of
the Transfer Agent in connection with the Distribution, (iv) the fees and
expenses of Morgan Keegan & Co.,
    
 
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