SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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               class, shall be entitled to vote on the removal, with or
               without cause, of any Director elected by them pursuant to
               this Subsection (d)(iii). Any vacancy in the office of a
               Director elected by the Purchasers of Series A Redeemable
               Preferred Stock and Purchasers of Series B Convertible
               Preferred Stock may be filled by a vote of such Purchasers
               voting together as a separate class. In the absence of a vote
               within 30 days, any such vacancy may be filled by the
               remaining Directors. Any Directors elected by the Board of
               Directors to fill a vacancy shall serve until the next annual
               meeting of shareholders and until his successor has been duly
               elected and qualified. The rights of the Purchasers hereunder
               shall commence on May 31, 2000 if a Qualified IPO has not
               occurred before that date and shall terminate thereafter upon
               the occurrence of a Qualified IPO.

      (e)      Optional Conversion.

                         (i) Notwithstanding anything in Subsection (f) to the
                contrary, at the option of the holders of the Series A
                Redeemable Preferred Stock and upon the occurrence of a
                Conversion Event, and for a period of thirty (30) days
                thereafter, each holder of record of Series A Redeemable
                Preferred Stock may, in such holder's sole discretion and at
                such holder's option, convert any whole number or all of such
                holder's shares of Series A Redeemable Preferred Stock into
                fully paid and non-assessable shares of Class A Common Stock
                at a rate equal to the Conversion Rate. Any such conversion
                may be effected by a holder of Series A Redeemable Preferred
                Stock surrendering, on a date no later than thirty (30) days
                after the occurrence of a Conversion Event, such holder's
                certificate or certificates for the shares of Series A
                Redeemable Preferred Stock to be converted, duly endorsed, at
                the office of the Corporation or any transfer agent for the
                Series A Redeemable Preferred Stock together with a written
                notice to the Corporation at such office that such holder
                elects to convert all or a specified number of shares of
                Series A Redeemable Preferred Stock and stating the name or
                names in which such holder desires the certificate or
                certificates for such shares of Class A Common Stock to be
                issued. Promptly thereafter, the Corporation shall issue and
                deliver to such holder or such holder's nominee or nominees, a
                certificate or certificates for the number of shares of Class
                A Common Stock to which such holder shall be entitled as
                provided for herein. Such conversion shall be deemed to have
                been made at 12:01 a.m., local time on the day of such
                surrender and the person or persons entitled to receive the
                shares of Class A Common Stock issuable on such conversion
                shall be treated for all purposes as the record holder or
                holders of such shares of Class A Common Stock on that date.
                The Corporation shall pay all taxes and other charges in
                respect of the issuance of shares of Class A Common Stock upon
                any such conversion; 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 the shares of the Class A Common Stock in a name



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