SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                  (e) Dividends; Distributions. Holders of Class A Common Stock
                  and Class B Common Stock shall be entitled to receive, on an
                  equal basis, such dividends, payable in cash or otherwise, as
                  may be declared thereon by the Board of Directors from time to
                  time out of the assets or funds of the Corporation legally
                  available therefor. In the case of dividends and other
                  distributions in cash, each share of Class A Common Stock
                  shall have rights equal to the rights of Class B Common Stock,
                  and in the case of dividends and other distributions of stock
                  or property of the Corporation, each share of Class A Common
                  Stock shall have rights equal to the rights of Class B Common
                  Stock; provided that, in the case of dividends or
                  distributions payable in stock of the Corporation, including
                  distributions pursuant to stock splits or divisions which
                  occur after the date shares of Class B Common Stock are
                  issued, only shares of Class A Common Stock shall be
                  distributed with respect to Class A Common Stock and Class B
                  Common Stock; and provided, further that, if a dividend or
                  distribution is declared with respect to Class A Common Stock
                  payable in Class A Common Stock, the Board of Directors shall
                  also declare a pro rata and simultaneous dividend or
                  distribution on the Class B Common Stock and that if a
                  dividend or distribution is declared with respect to Class B
                  Common Stock payable in Class A Common Stock, the Board of
                  Directors shall also declare a pro rata and simultaneous
                  dividend or distribution on the Class A Common Stock.

                  (f) Issuance of the Class B Common Stock. The Corporation
                  shall not issue additional shares of Class B Common Stock
                  after the date shares of Class B Common Stock are first issued
                  by the Corporation.

                  (g) Open Market Purchases and Issuer Tender Offers. If the
                  Corporation publicly offers to purchase any shares of Class B
                  Common Stock in the open market or in private transactions or
                  pursuant to an issuer tender offer, the Corporation shall
                  simultaneously offer to purchase at least the same number of
                  shares of Class A Common Stock on the same terms and
                  conditions.

                  (h) Authorized Shares. The number of authorized shares of
                  Class B Common Stock may not be increased unless approved by
                  the holders of a majority of the then outstanding shares of
                  Class A Common Stock voting separately as a class.

                  (i) Amendment or Modification. None of the powers, preferences
                  and relative rights of the Class A Common Stock or the Class B
                  Common Stock as provided herein shall be amended in any manner
                  which would alter or change the powers, preferences and
                  relative rights of the holders of Class A Common Stock or
                  Class B Common Stock, as the case may be, so as to adversely
                  affect them without being approved by the holders of Class A
                  Common Stock or Class B Common Stock, as the case may be,
                  voting as a separate class.
    

         8. The shareholders of the Corporation shall not have preemptive
rights.


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