SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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Preferred Stock represented by the surrendered certificate (and the Corporation
forthwith shall cancel such surrendered certificate), subject to the
requirements of applicable securities laws and to any restrictions on transfer
(including without limitation, those referred to in any legend on the
certificate so surrendered). Each such new certificate shall be registered in
such name and shall represent such number of shares of Series A Redeemable
Preferred Stock as is requested by the holder of the surrendered certificate and
shall be substantially identical in form to the surrendered certificate. The
issuance of new certificates shall be made without charge to the holders of the
surrendered certificates for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such issuance; 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 any
certificate in a name other than that of the holder of the surrendered
certificate.

         (k) Replacement. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of Series A Redeemable Preferred Stock and, in the
case of any such loss, theft or destruction, upon receipt of an unsecured
indemnity agreement satisfactory to the Corporation or, in the case of any such
mutilation, upon surrender of such certificate, the Corporation shall execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of Series A Redeemable Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

         (l) Restrictive Legend. The Series A Redeemable Preferred Stock, and
all shares of Class A Common Stock issued upon conversion hereof, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH
         SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
         SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
         SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

   
(2) Series B Convertible Preferred Stock. There shall be a series of Preferred
Stock to be known and designated as Series B Convertible Preferred Stock. The
number of shares constituting such series shall be 416,666. Set forth below in
this Section (2) of Article 7 is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof. All subsection references contained herein shall be to this Section (2)
of Article 7.
    


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