SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                           (ii) the affirmative vote of the holders of
                  two-thirds of the outstanding shares of Series B Convertible
                  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, in each case ranking on a parity
                  with or senior to the Series B Convertible Preferred Stock as
                  to distribution of assets in liquidation or in 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 B Convertible 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 B Convertible Preferred
                  Stock are entitled to so vote, such holders initially shall be
                  entitled to 1.05 votes per share of Series B Convertible
                  Preferred Stock. In the event that the number of Fully-Diluted
                  shares of Class A Common Stock into which the Series B
                  Convertible Preferred Stock is convertible increases above
                  599,216, then for each such additional Fully-Diluted share,
                  the aggregate voting rights of the holders of Series B
                  Convertible Preferred Stock shall increase by one vote.

                           (iii) 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 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 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 such 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 shareholder 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.
    



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