Apple 1997 Annual Report Download - page 168

2.1 CLOSING DATE. The Closing of the purchase and sale of the Shares hereunder (the "Closing") shall be held at the offices of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California, at 10:00 a.m. (Pacific time), August 11,
1997, or at such other time and place as the Company and the Purchaser mutually agree (the date of the Closing being hereinafter referred to as
the "Closing Date").
2.2 DELIVERY. At the Closing, the Company will deliver to the Purchaser a certificate or certificates representing the Shares against payment
of the aggregate purchase price of $150,000,000 by wire transfer of immediately available funds to an account designated by the Company. The
certificate or certificates representing the Shares and the shares of Common Stock issuable upon conversion of the Shares shall be subject to a
legend restricting transfer under the Securities Act of 1933, as amended (the "Securities Act"), and referring to restrictions on transfer herein,
such legend to be substantially as follows:
"The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as
amended. Such shares may not be sold or transferred in the absence of such registration or an opinion of counsel reasonably satisfactory to the
Company as to the availability of an exemption from registration.
The shares represented by this certificate are subject to restrictions on transfer, including any sale, pledge or other hypothecation, set forth in an
agreement dated as of August 5, 1997 between the Company and Microsoft Corporation, a copy of which agreement may be obtained at no cost
by written request made by the holder of record of this certificate to the secretary of the Company at the Company's principal executive
offices."
The Company agrees (i) to remove the legend set forth in the second preceding paragraph upon receipt of an opinion of counsel in form and
substance reasonably satisfactory to the Company that the Shares or the shares of Common Stock issuable upon conversion of the Shares are
eligible for transfer without registration under the Securities Act and (ii) to remove the legend set forth in the immediately preceding paragraph
at such time as the Shares (or the shares of Common Stock issuable upon conversion of the Shares) may be transferred in compliance with
Section 8 or upon the termination of the covenants of Section 8 as provided for in Section 9.4.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser as follows:
3.1 ORGANIZATION. The Company is a corporation duly organized and validly existing under the laws of the State of California and is in
good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its
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