SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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and to the immediately following sentence, in the event the Corporation in any
manner subdivides or combines the outstanding shares of any class of common
stock, the Series A Redeemable Preferred Stock shall automatically be combined
or subdivided in such manner as may be permitted by applicable law so that
following such an event, the conversion rate, ownership interests and voting
interests of the Series A Redeemable Preferred Stock shall be equitably
preserved. Series A Redeemable Preferred Stock shall not be combined or
subdivided unless at the same time there is a proportionate combination or
subdivision of all other classes and series of capital stock of the Corporation.

         (d) Voting. The holders of Series A Redeemable Preferred Stock shall be
entitled to vote as a separate class on all such matters as may be required by
law to be submitted to such holders as a separate class and shall have the
following additional rights:

   
                       (i) no amendment, modification or waiver will be
             binding or effective with respect to any provision of this
             Section 1 unless approved by the affirmative vote of the
             holders of at least two-thirds of the outstanding shares of
             Series A Redeemable Preferred Stock voting together as a
             separate class; and
    

                      (ii) the affirmative vote of the holders of
             two-thirds of the outstanding shares of Series A Redeemable
             Preferred Stock voting together as a separate class shall be
             necessary to increase the number of authorized shares of
             Preferred Stock or authorize or issue any additional shares of
             any series of Preferred Stock or any shares of capital stock
             of the Corporation of any class, or any security or
             obligations convertible into any capital stock of the
             Corporation of any class, other than the Corporation's Series
             B Convertible Preferred Stock, in each case ranking on a
             parity with or senior to the Series A Redeemable Preferred
             Stock as to distribution of assets in liquidation or in the
             right of payment of dividends.

             In all other matters, subject to voting rights that may be
             granted to holders of other classes or series of Preferred
             Stock and Common Stock outstanding from time to time, the
             holders of Series A Redeemable Preferred Stock shall vote
             together with the holders of Common Stock and the holders of
             all other series of Preferred Stock as a single class. In all
             matters that the holders of Series A Redeemable Preferred
             Stock are entitled to so vote, such holders shall be entitled
             to .25 votes per share of Series A Redeemable Preferred Stock.

                      (iii) With respect to the election of members to the
             Board of Directors (each, a "Director"), the Purchasers of
             Series A Redeemable Preferred Stock and the Purchasers of
             Series B Convertible Preferred Stock pursuant to the Purchase
             Agreement, voting together as a separate class, shall be
             entitled to elect one (1) Director under the circumstances
             described below in this Subsection (d)(iii). In addition, the
             Purchasers of Series A Redeemable Preferred Stock and the
             Purchasers of Series B Convertible Preferred Stock, voting
             together as a separate



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