Apple 1997 Annual Report Download - page 172

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acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own
interests in connection with this investment.
4.6 ACCREDITED INVESTOR STATUS. The Purchaser is an "accredited investor" within the meaning of Regulation D promulgated under
the Securities Act.
4.7 RESTRICTED SECURITIES. The Purchaser understands that the Shares to be purchased by the Purchaser hereunder are characterized as
"restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the
Securities Act only in certain limited circumstances. The Purchaser is familiar with Rule 144 of the SEC, as presently in effect, and understands
the resale limitations imposed thereby and by the Securities Act. The Purchaser understands that the Company is under no obligation to register
any of the Shares sold hereunder except as provided in the Registration Rights Agreement.
SECTION 5
CONDITIONS TO OBLIGATION OF THE PURCHASER
The Purchaser's obligation to purchase the Shares at the Closing is, at the option of the Purchaser, which may waive any such conditions,
subject to the fulfillment on or prior to the Closing Date of the following conditions:
5.1 REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of the Company contained in Section 3 will be
true and correct on and as of the date hereof and on and as of the Closing Date with the same effect as though such representations and
warranties had been made as of the Closing Date. The Purchaser shall have received a certificate signed by an officer of the Company to such
effect on the Closing Date.
5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the
Closing Date shall have been performed or complied with in all material respects. The Purchaser shall have received a certificate signed by an
officer of the Company to such effect on the Closing Date.
5.3 NO ORDER PENDING. There shall not then be in effect any order enjoining or restraining the transactions contemplated by this
Agreement.
5.4 NO LAW PROHIBITING OR RESTRICTING SALE OF THE SHARES. There shall not be in effect any law, rule or regulation
prohibiting or restricting the sale of the Shares, or requiring any consent or approval of any Person which shall not have been obtained to issue
the Shares with full benefits
6