SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  "Mandatory Redemption Event" shall mean the earliest to occur
         of: (a) the sale, lease or other disposition by the Corporation of all
         or substantially all of the assets of the Corporation; (b) a merger or
         consolidation of the Corporation with or into another entity in a
         transaction in which the shareholders of the Corporation own less than
         fifty percent (50%) of the voting securities of the surviving or
         resulting corporation immediately after such merger or consolidation;
         (c) the sale, transfer or other disposition by the Corporation of all
         or substantially all of the capital stock of the Corporation
         (including, without limitation, any and all shares, interests, rights
         to purchase, warrants, options, participation or other equivalents of
         or in (however designated) capital stock of the Corporation; or (d) a
         Qualified IPO.
    

                  "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.

                  "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                  "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                  "Qualified IPO" means (i) an initial public offering of Class
         A Common Stock of the Corporation yielding net cash proceeds to the
         Corporation of at least $25,000,000 or (ii) in the event the
         Corporation has completed a Spin Off, a public offering of Class A
         Common Stock of the Corporation yielding net cash proceeds to the
         Corporation and/or its shareholders of at least $20,000,000.

                  "Redemption Price" for any shares of Series A Redeemable
         Preferred Stock as of any particular date shall mean an amount equal to
         the Liquidation Value.

                  "Secondary Registration" means the offer and sale of
         securities to the public by or on behalf of one or more of the holders
         of the Corporation's securities pursuant to a registration statement
         filed by the Corporation with, and declared effective by, the
         Commission.

                  "Sixth Anniversary" shall mean November 20, 2002.

                  "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a "reorganization" with the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock held
         by American Healthcorp, Inc. ("AHC") pro rata among the shareholders of
         AHC in a tax-free distribution under Section 355 of the Code.


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