SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         (f) Reorganization, Reclassification, Merger, Consolidation or
 Disposition of Assets.

   
                           (i) All of the issued and outstanding shares of Class
                  B Convertible Preferred Stock may be converted at the Current
                  Market Price per share into shares of Class A Common Stock in
                  accordance with the applicable provisions of Subsection (e) in
                  the event the Corporation shall reorganize its capital
                  pursuant to a spin off or otherwise, reclassify its capital
                  stock, consolidate or merge with or into another corporation
                  (where there is a change in or distribution with respect to
                  the Class A Common Stock of the Corporation), or sell,
                  transfer or otherwise dispose of all of its property, assets
                  or business to another corporation other than in a Company
                  Sale (a "Reorganization Event"). If pursuant to the terms of
                  such Reorganization Event, shares of common stock of the
                  successor or acquiring corporation, or any cash, shares of
                  stock or other securities or property of any nature whatsoever
                  (including warrants or other subscription or purchase rights)
                  in addition to or in lieu of common stock of the successor or
                  acquiring corporation (herein referred to as "Other
                  Property"), are to be received by or distributed to the
                  holders of Class A Common Stock of the Corporation, each
                  holder of Series B Convertible Preferred Stock shall have the
                  right thereafter to receive, after giving effect to such
                  conversion, the number of shares of common stock of the
                  successor or acquiring corporation or of the Corporation, if
                  it is the surviving corporation, and Other Property receivable
                  upon or as a result of such Reorganization Event by a holder
                  of the number of shares of Class A Common Stock for which such
                  Series B Convertible Preferred Stock is convertible
                  immediately prior to such event. For purposes of this
                  Subsection (f), "common stock of the successor or acquiring
                  corporation" shall include stock of such corporation of any
                  class which is not preferred as to dividends or assets over
                  any other class of stock of such corporation and which is not
                  subject to redemption and shall also include any evidences of
                  indebtedness, shares of stock or other securities which are
                  convertible into or exchangeable for any such stock, either
                  immediately or upon the arrival of a specified date or the
                  happening of a specified event, and any warrants, options or
                  other rights to subscribe for or purchase any such stock. The
                  foregoing provisions of this Subsection (f) shall similarly
                  apply to successive Reorganization Events.
    

                           (ii) Upon the occurrence of any Reorganization Event,
                  the Corporation shall forthwith prepare a certificate to be
                  executed by the chief financial officer of the Corporation
                  setting forth, in reasonable detail, the events described
                  therein and the number of shares or Other Property receivable
                  by the holders of the Series B Convertible Preferred Stock.
                  The Corporation shall promptly cause a signed copy of such
                  certificate to be delivered to each holder of Series B
                  Convertible Preferred Stock no later than 5 days prior to the
                  anticipated occurrence of such event. In addition, holders of
                  Series B Convertible Preferred Stock shall be entitled to the



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