Apple 1997 Annual Report Download - page 102

they were made, not misleading. If the Company notifies Purchaser of the occurrence of any event contemplated by Sections 2(b) or 2(c)(3)(B)
(iii) above, Purchaser shall suspend the use of the prospectus until the requisite changes to the prospectus have been made.
(10) The Company shall make generally available to its security holders or otherwise provide in accordance with Section 11(a) of the Securities
Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act.
(11) The Company shall, if requested, promptly include or incorporate in a prospectus supplement or post-
effective amendment to a registration
statement, such information as the managing underwriters administering an underwritten offering of the Subject Stock registered thereunder
reasonably request to be included therein and to which the Company does not reasonably object and shall make all required filings of such
prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be included or incorporated
in such prospectus supplement or post-effective amendment.
(12) If requested, the Company shall enter into an underwriting agreement with a nationally recognized investment banking firm or firms
containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with
respect to secondary underwritten distributions, and in connection therewith, if an underwriting agreement is entered into, cause the same to
contain indemnification provisions and procedures substantially identical to those set forth in Section 4 (or such other provisions and
procedures acceptable to the managing underwriters, if any) with respect to all parties to be indemnified pursuant to Section 4.
(13) In the event Purchaser proposes to conduct an underwritten public offering, then the Company shall: (i) make reasonably available for
inspection by Purchaser and its counsel, any underwriter participating in the distribution pursuant to such registration statement, and any
attorney, accountant or other agent retained by Purchaser or any such underwriter, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, as is customary for similar due diligence examinations; PROVIDED,
HOWEVER, that any information so provided that is designated in writing by the Company, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by Purchaser, such underwriter, or any such, attorney, accountant or agent, unless such
disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or
through a third party without an accompanying obligation of confidentiality; (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) addressed to
Purchaser and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by Purchaser and underwriters (it being agreed that the matters to be covered by such
opinion or written statement by such counsel delivered in connection with such opinions shall include in customary form, without limitation, as
of the date of the opinion and as of the effective date of the registration statement or
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