Apple 1997 Annual Report Download - page 103

most recent post-effective amendment thereto, as the case may be, the absence from such registration statement and the prospectus included
therein, as then amended or supplemented, including the documents incorporated by reference therein, of an untrue statement of a material fact
or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (iii) obtain "cold comfort" letters and updates thereof from the independent public
accountants of the Company (and, if necessary, any other independent public accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement),
addressed to the underwriters in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection
with primary underwritten offerings; (iv) deliver such documents and certificates as may be reasonably requested by Purchaser and the
managing underwriters, and with any customary conditions contained in the underwriting agreement or other agreement entered into by the
Company. The foregoing actions set forth in clauses (ii), (iii) and (iv) of this Section 2(c)(13) shall be performed at each closing under any
underwritten offering to the extent required thereunder, but, in any event, need not be performed by the Company more than twice.
(14) The Company will use its best efforts to cause the Subject Stock to be admitted for quotation on the Nasdaq National Market or other
stock exchange or trading system on which the Common Stock primarily trades on or prior to the effective date of any registration statement
hereunder.
(d) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the
Subject Stock to the public without registration, the Company agrees to:
(e) Make and keep public information available, as those terms are understood and defined in Rule 144 (or any successor provision) under the
Securities Act, at all times;
(f) During the term of this Agreement, to furnish to the Purchaser upon request (i) a written statement by the Company as to its compliance
with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other
reports and documents of the Company as the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing
the Purchaser to sell any such securities without registration.
3. EXPENSES. The Company shall pay all fees and expenses incurred in connection with the performance of its obligations under Sections 1
and 2 hereof, including, without limitation, all SEC and blue sky registration and filing fees, printing expenses, transfer agents' and registrars'
fees, and the reasonable fees and disbursements of the Company's outside counsel and independent accountants incurred in connection with the
preparation, filing and amendment of any registration statement authorized by this Agreement (but excluding underwriters' and brokers'
discounts and commissions).
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