SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   18

         and the holders of a majority of the Series B Convertible
         Preferred Stock. The Corporation shall retain, at its sole cost, such
         investment banking firm as may be necessary for the determination of
         Appraised Value.

                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Equivalent Shares" shall have the meaning set forth in
         the Shareholders' Agreement, dated April 2, 1992, as amended between
         the Corporation, its Founding Investors, its Founding Management and
         the Preferred Stock Purchasers.

                  "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value, and Class B
         Common Stock, no par value.

   
                  "Company Sale" shall mean the sale or other disposition of all
         or substantially all of the stock or assets of the Corporation to an
         independent third party in an arms-length transaction, including
         disposition by merger, share exchange or lease yielding net cash
         proceeds to the Corporation of at least $25,000,000 or, in the event
         that the Corporation has completed a Spin Off, such disposition
         yielding net cash proceeds or freely marketable securities to the
         Corporation and/or its shareholders of at least $20,000,000.
    

                  "Convertible Securities" shall mean evidences of indebtedness,
         shares of stock or other securities which are convertible into or
         exchangeable, with or without payment of additional consideration in
         cash or property, for Class A Common Stock, either immediately or upon
         the occurrence of a specified date or a specified event.

                  "Conversion Rate" shall mean that rate which results in the
         holders of Series B Convertible Preferred Stock thereafter holding, in
         the aggregate, the following percentage of the total issued and
         outstanding Fully Diluted Common Stock, after giving effect to the
         conversion contemplated herein:

                        If the Triggering Event occurs on or before November
                        20, 1998 - 6% of Fully Diluted Shares

                        If the Triggering Event occurs on or before November
                        20, 1999 - 6.5% of Fully Diluted Shares

                        If the Triggering Event occurs on or before November
                        20, 2000 - 7% of Fully Diluted Shares


                                       18