Apple 1997 Annual Report Download - page 175

following the expiration of such time for exercise, to sell the Shares specified in such Transfer Notice on terms no less favorable to the
Purchaser than the terms specified in such Transfer Notice.
(v) Notwithstanding the foregoing, prior to making any sale or exchange of Shares in response to a tender or exchange offer, the Purchaser
shall give the Company the opportunity to purchase such Shares in the following manner:
(a) The Purchaser shall give notice (the "Tender Notice") to the Company in writing of such intention no later than 10 calendar days prior to the
latest time by which Shares must be tendered in order to be accepted pursuant to such offer or to qualify for any proration applicable to such
offer (the "Tender Date"), specifying the amount of Shares proposed to be tendered. For purposes hereof, a tender offer to purchase Shares
shall be deemed to be an offer at the price specified therein, without regard to any provisions thereof with respect to proration or conditions to
the offeror's obligation to purchase (assuming such conditions are not impossible of performance when the offer is made, without giving effect
to the Company's right of first refusal).
(b) If the Tender Notice is given, the Company shall have the right, exercisable by giving notice to the Purchaser at least two business days
prior to the Tender Date, to purchase all but not part of the Shares specified in the Tender Notice for cash. If the Company exercises such right
by giving such notice, the closing of the purchase of such Shares shall take place not later than one business day prior to the Tender Date;
provided, however, that if the purchase price specified in the tender offer includes any property other than cash, the value of any property
included in the purchase price shall be jointly determined by a nationally recognized investment banking firm selected by each party or, in the
event such firms are unable to agree, a third nationally recognized investment banking firm to be selected by such two firms. For this purpose:
(x) The parties shall use their best efforts to cause any determination of the value of any securities included in the purchase price to be made
within three business days after the date of delivery of the Tender Notice. If the firms selected by the Purchaser and the Company are unable to
agree upon the value of any such securities within such three-day period, the firms shall promptly select a third firm whose determination shall
be made promptly and shall be conclusive.
(y) The parties shall use their best efforts to cause any determination of the value of property other than securities to be made within four
business days after the date of delivery of the Tender Notice. If the firms selected by the Purchaser and the Company are unable to agree upon a
value within six business days after the date of delivery of the Tender Notice, the firms shall promptly select a third firm whose determination
shall be made promptly and shall be conclusive.
The purchase price to be paid by the Company pursuant to this
Section 8.1(v) shall be (A) if such tender offer is consummated, the purchase price that the Purchaser would have received if it had tendered the
Shares purchased by the Company and all such Shares had been
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