SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  same rights to receive notice of corporate action as any
                  holder of Class A Common Stock.

         (g) Put to the Corporation.

   
                           (i) If, by November 20, 2002 (the "Put Date"), there
                  shall not have occurred a Triggering Event, then the holders
                  of Series B Convertible Preferred Stock shall have the right
                  to sell to the Corporation all of the issued and outstanding
                  shares of Series B Convertible Preferred Stock, and the
                  Corporation shall have the obligation to purchase from such
                  holders any of such shares so put to the Corporation, at the
                  price (the "Put Price") equal to the Current Market Price of
                  the Class A Common Stock that would otherwise then be issuable
                  upon conversion of the Series B Convertible Preferred Stock.
    

                           (ii) Holders of Series B Convertible Preferred Stock
                  shall exercise their right to require the Corporation to
                  purchase their shares as provided for in Subsection (g)(i) by
                  delivering a written notice to the Corporation (the "Notice")
                  no later than thirty (30) days after the Put Date. Within
                  thirty (30) days after receipt by the Corporation of any such
                  Notice, the Corporation shall deliver to each holder of Series
                  B Convertible Preferred Stock so exercising its rights under
                  this Subsection (g) the Put Price to which said holder is
                  entitled, as determined hereunder, in exchange for the stock
                  certificate(s) evidencing all of the shares of Series B
                  Convertible Preferred Stock, duly endorsed for transfer to the
                  Corporation. In the event that the Corporation is unable to
                  purchase all of the shares of Series B Convertible Stock put
                  to it hereunder due to lack of funds legally available
                  therefor or otherwise, the Corporation shall purchase from the
                  holders thereof, on a pro-rata basis, that number of shares
                  which it is able to purchase using funds legally available
                  therefor, and shall purchase any remaining shares at such time
                  as funds are legally available therefor.

         (h) Definitions. For purposes of this Section (2) of Article 7 the
         following terms shall have the following meanings:

                  "Appraised Value" shall mean, in respect of any share of Class
         A Common Stock as of any date herein specified, the fair saleable value
         of such share of Class A Common Stock determined without giving effect
         to a discount for (i) a minority interest or (ii) any lack of liquidity
         of the Class A Common Stock or to the fact that the Corporation may
         have no class of equity registered under the Exchange Act as of the
         last day of the most recent fiscal quarter end (within 60 days prior to
         such date specified) based upon the value of the Corporation as
         determined upon negotiation in good faith between the holders of a
         majority of the Series B Convertible Preferred Stock and the
         Corporation or, in the absence of an agreement between such persons
         within five business days (or such longer period as agreed to by such
         persons), by an investment banking firm satisfactory to both the
         Corporation


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