SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  (k) Replacement. Upon receipt of evidence reasonably
         satisfactory to the Corporation (an affidavit of the registered holder
         shall be satisfactory) of the ownership and the loss, theft,
         destruction or mutilation of any certificate evidencing one or more
         shares of Series B Convertible Preferred Stock and, in the case of any
         such loss, theft or destruction, upon receipt of an unsecured indemnity
         agreement satisfactory to the Corporation or, in the case of any such
         mutilation, upon surrender of such certificate, the Corporation shall
         execute and deliver in lieu of such certificate a new certificate of
         like kind representing the number of shares of Series B Convertible
         Preferred Stock represented by such lost, stolen, destroyed or
         mutilated certificate and dated the date of such lost, stolen,
         destroyed or mutilated certificate.

                  (l) Restrictive Legend. The Series B Convertible Preferred
         Stock, and all shares of Common Stock issued upon conversion hereof,
         shall be stamped or otherwise imprinted with a legend in substantially
         the following form:

                     "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
               UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS.
               SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY
               NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE
               OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY
               APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL 
               REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
               NOT REQUIRED."

(3) Common Stock. Except as otherwise provided in this Section (3) of Article 7,
the Class A Common Stock and the Class B Common Stock shall have the same rights
and privileges and shall rank equally, share ratably and be identical in all
respects and as to all matters. All subsection references contained herein shall
be to this Section (3) of Article 7.

                  (a) Voting.

   
                           (i) Except as required by law and subject to any
                  voting rights provided to holders of Preferred Stock or any
                  other class of Common Stock by this Charter, at every meeting
                  of shareholders of the Corporation, every holder of Class A
                  Common Stock shall be entitled to one vote and every holder of
                  Class B Common Stock shall be entitled to ten votes, in person
                  or by proxy, for each share of Class A Common Stock and Class
                  B Common Stock, respectively, standing in such holder's name
                  on the stock transfer records of the Corporation in the
                  election of the Corporation's Board of Directors or the
                  removal, but only for cause (as defined in Section 9 hereof),
                  of any Director. On all other matters, the holders of
    


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