SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         (e) Conversion.

                           (i) Upon the occurrence of a Triggering Event, all of
                  the issued and outstanding shares of Series B Convertible
                  Preferred Stock shall be automatically converted into that
                  number of fully paid and nonassessable shares of Class A
                  Common Stock at the Conversion Rate.

                  The Class A Common Stock shall be allocated among the holders
                  of Series B Convertible Preferred Stock on a pro-rata basis in
                  accordance with their respective percentage ownership of
                  Series B Convertible Preferred Stock. Notwithstanding
                  Subsection (e)(ii) below, such conversion shall be deemed to
                  have been made at 12:01 a.m. on the day of the date on which
                  the Triggering Event occurs, and the holders of shares of
                  Series B Convertible Preferred Stock shall be treated for all
                  purposes as the record holders of such shares of Class A
                  Common Stock on that date.

                           (ii) Any conversion provided for in this Subsection
                  (e) shall be effected by the holders of Series B Convertible
                  Preferred Stock surrendering their certificates for such
                  shares, duly endorsed, at the office of the Corporation or any
                  transfer agent for the Series B Convertible Preferred Stock,
                  together with written notices stating the name or names in
                  which each 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
                  holders or such holders' nominees, a certificate or
                  certificates for the number of shares of Class A Common Stock
                  to which such holder shall be entitled in accordance with the
                  foregoing provisions. 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 other than that in which the shares of Series B
                  Convertible Preferred Stock so converted were registered.

                           (iii) The Corporation shall at all times reserve and
                  keep available out of the authorized and unissued shares of
                  Class A Common Stock, solely for the purpose of effecting the
                  conversion of issued and outstanding shares of Series B
                  Convertible Preferred Stock, such number of shares of Class A
                  Common Stock as shall from time to time be sufficient to
                  effect the conversion of all issued and outstanding shares of
                  Series B Convertible Preferred Stock and if, at any time, the
                  number of authorized and unissued shares of Class A Common
                  Stock shall not be sufficient to effect conversion of the then
                  issued and outstanding shares of Series B Convertible
                  Preferred Stock, the Corporation shall take such corporate
                  action as may be necessary to increase the number of
                  authorized and unissued shares of Class A Common Stock to such
                  number as shall be sufficient for such purposes.


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