Apple 1997 Annual Report Download - page 169

business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign corporation in each
jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where the failure to be so
qualified would not have a materially adverse effect on the Company and its subsidiaries, taken as a whole.
3.2 AUTHORIZATION. All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance
of this Agreement, the Registration Rights Agreement (attached as Exhibit D hereto), the Patent Cross License Agreement and the Technology
Agreement by the Company, the authorization, sale, issuance and delivery of the Shares hereunder, and the performance of the Company's
obligations hereunder and under said Agreements has been taken. This Agreement, the Registration Rights Agreement, the Patent Cross
License Agreement and the Technology Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance
with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy as they may apply to Section 4
of the Registration Rights Agreement. Upon their issuance and delivery pursuant to this Agreement, the Shares will be validly issued, fully paid
and nonassessable. The issuance and sale of the Shares will not give rise to any preemptive rights or rights of first refusal on behalf of any
person in existence on the date hereof.
3.3 NO CONFLICT. The execution and delivery of this Agreement, the Registration Rights Agreement, the Patent Cross License Agreement
and the Technology Agreement do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or to a loss of a material benefit under, any provision of the Articles of Incorporation or By-
laws of the Company
or any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Company, its properties or assets, the effect of which could have a material adverse effect on the
Company and its subsidiaries, taken as a whole, or materially impair or restrict the Company's power to perform its obligations as contemplated
under said Agreements.
3.4 SEC DOCUMENTS. The Company has filed all required reports, schedules, forms, statements and other documents with the Securities and
Exchange Commission (the "SEC") since December 31, 1995 (the "SEC Documents"). As of their respective dates, the SEC Documents
complied in all material respects with requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the
SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that
information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents
contains any untrue statement of a material fact or omits to state any
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