SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  the Class A Common Stock and the Class B Common Stock shall
                  be entitled to one vote in person or by proxy for each share
                  of Class A Common Stock or Class B Common Stock standing in
                  such holder's name on the stock transfer records of the
                  Corporation.

                           (ii) The holders of Class A Common Stock shall be
                  entitled to vote separately as a group only with respect to
                  (1) amendments to the Corporation's Charter that alter or
                  change the powers, preferences or special rights of the
                  holders of Class A Common Stock so as to affect them
                  adversely, and (2) such other matters as may require separate
                  group voting under the Tennessee Business Corporation Act. The
                  holders of Class B Common Stock shall be entitled to vote
                  separately as a group only with respect to (1) amendments to
                  the Corporation's Charter that alter or change the powers,
                  preferences or special rights of the holders of Class B Common
                  Stock so as to affect them adversely, and (2) such other
                  matters as may require separate group voting under the
                  Tennessee Business Corporation Act. On each other matter, the
                  holders of Class A Common Stock and Class B Common Stock shall
                  vote together as a single group, together with the holders of
                  any series of Preferred Stock entitled to vote on such matter,
                  subject to any rights of such series of Preferred Stock to
                  vote as a separate class on such matter.

                  (b) Distribution of Assets. If the Corporation shall be
                  liquidated, dissolved or wound up, whether voluntarily or
                  involuntarily, the holders of the Class B Common Stock shall
                  be entitled to share ratably with the holders of the Class A
                  Common Stock of the Corporation as a single class in the net
                  assets of the Corporation; that is, an equal amount of net
                  assets for each share of Class A Common Stock and Class B
                  Common Stock. A merger or consolidation of the Corporation
                  with or into any other corporation or sale or conveyance of
                  all or any part of the assets of the Corporation (which shall
                  not in fact result in the liquidation of the Corporation and
                  the distribution of assets to shareholders) shall not be
                  deemed to be a voluntary or involuntary liquidation or
                  dissolution or winding up of the Corporation within the
                  meaning of this Subsection (b).

                  (c) Merger or Consolidation. In the event of a merger,
                  consolidation, share exchange or other business combination of
                  the Corporation with or into another entity (whether or not
                  the Corporation is the surviving entity), the holders of Class
                  A Common Stock shall be entitled to receive the same per share
                  consideration as the per share consideration, if any, received
                  by any holder of the Class B Common Stock in such merger or
                  consolidation, share exchange or other business combination.

                  (d) Subdivisions and Combinations of Shares. If the
                  Corporation in any manner subdivides or combines the
                  outstanding shares of one class of Common Stock, the
                  outstanding shares of the other class of Common Stock will be
                  likewise subdivided or combined.
    

                  
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