SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         11. The Corporation shall indemnify every person who is or was a party
or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director, medical director or officer or is or was
serving at the request of the Corporation as a director, medical director,
officer, employee, agent, or trustee of another corporation or of a partnership,
joint venture, trust, employee benefit plan, or other enterprise, including
service on a committee formed for any purpose (and, in each case, his or her
heirs, executors, and administrators), against all expense, liability, and loss
(including counsel fees, judgments, fines, ERISA excise taxes, penalties, and
amounts paid in settlement) actually and reasonably incurred or suffered in
connection with such action, suit, or proceeding, to the fullest extent
permitted by applicable law, as in effect on the date hereof and as hereafter
amended. Such indemnification shall include advancement of expenses in advance
of final disposition of such action, suit, or proceeding, subject to the
provision of any applicable statute.

         The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his or
her heirs, executors, and administrators) may have or hereafter acquire under
any statute, this Charter, the Corporation's Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement, or
insurance, purchased by the Corporation or otherwise, both as to action in his
or her official capacity and as to action in another capacity. The Corporation
is hereby authorized to provide for indemnification and advancement of expenses
through its Bylaws, resolution of shareholders, resolution of the Board of
Directors, or agreement, in addition to that provided by this Charter.

         12. The Bylaws of this Corporation may be amended, altered, modified,
or repealed by resolution adopted by the Board of Directors, subject to any
provisions of law then applicable.

   
         13. The Corporation shall hold a special meeting of shareholders only
in the event (a) of a call of the Board of Directors of the Corporation or the
officers authorized to do so by the Bylaws of the Corporation, or (b) the
holders of at least fifteen (15%) percent of the voting power of each of the
Class A Common Stock and the Class B Common Stock, sign, date, and deliver to
the Corporation's secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.

         14. As a result of the recapitalization of the Corporation effected by
this Amended and Restated Charter, each holder of three shares of common stock
of the Corporation registered on the stock transfer records of the Corporation
immediately prior to the filing of this Amended and Restated Charter will
automatically be deemed to hold, in respect of such shares, one share of Class A
Common Stock registered on the stock transfer records of the Corporation
immediately after the filing of this Amended and Restated Charter. In the event
that the recapitalization effected by this Amended and Restated Charter would
result in any holder holding fractional shares of Class A Common Stock, the
total number of fractional shares held by all such holders will be aggregated
and sold on behalf of the holders who would otherwise receive fractional shares
and the proceeds of the sale will be paid to the holders in lieu of such
fractional shares. Each certificate representing shares of common stock of
the Corporation issued prior to the filing of this Amended and Restated 
    


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