SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         (h) Definitions. For the purposes of this Section (1) of Article 7 the
following terms shall have the following meanings:

                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                  "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value and Class B
         Common Stock, no par value.

                  "Conversion Event" shall mean the earlier to occur of (i) that
         date which is sixty (60) days after a Spin Off or (ii) upon a Qualified
         IPO.

                  "Conversion Rate" shall mean:

                           (i) if the optional conversion is triggered by a Spin
                  Off, then the Conversion Rate shall equal (x) the Liquidation
                  Value per share of the Series A Redeemable Preferred Stock,
                  divided by (y) the average closing price per share of Class A
                  Common Stock on the Nasdaq National Market System for the
                  period commencing on the forty-sixth (46th) day following the
                  consummation of the Spin Off and ending on the fifteenth
                  (15th) day thereafter; and

                           (ii) if the optional conversion is triggered by the
                  occurrence of a Qualified IPO, then the Conversion Rate shall
                  equal (x) the Liquidation Value per share of the Series A
                  Redeemable Preferred Stock, divided by (y) the price per share
                  of Class A Common Stock in the Qualified IPO.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended from time to time.

                  "Independent Auditors" shall mean Deloitte & Touche, LLP or
         another "big six" accounting firm.

                  "Junior Security" means Common Stock and any other equity
         security (other than the Series A Redeemable Preferred Stock),
         including the Series B Convertible Preferred Stock, of any kind which
         the Corporation at any time issues or is authorized to issue.

                  "Liquidation Value" of any share of Series A Redeemable
         Preferred Stock as of any particular date will be the purchase price
         amount of such Stock plus accrued and unpaid dividends, if any.



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