Apple 1997 Annual Report Download - page 176

purchased in such tender offer, including any increases in the price paid by the tender offeror after exercise by the Company of its right of first
refusal hereunder, or (B) if such tender offer is not consummated, the highest price offered pursuant thereto, in each case with property, if any,
to be valued as aforesaid. Each party shall bear the cost of its own investment banking firm and the parties shall share the cost of any third firm
selected hereunder.
(c) If the Company does not exercise such right by giving such notice, then the Purchaser shall be free to accept the tender offer with respect to
which the Tender Notice was given.
8.2 VOTING. Unless the Company otherwise consents in writing, the Purchaser shall take such action as may be required so that all Shares are
voted on all matters to be voted on by holders of Voting Stock (to the extent the Shares are entitled to a vote) in the same proportion as the
votes cast by the other holders of Voting Stock with respect to such matters; provided, that the Shares and any other voting securities of the
Company owned by the Purchaser may be voted as the Purchaser determines in its sole discretion on any Significant Event (as defined in
Section 9.1 below) presented to the holders of Voting Stock for a vote. In the event that the Shares are entitled to vote on a matter submitted to
the shareholders of the Company, the Purchaser, as the holder of Shares, shall be present, in person or by proxy, at all meetings of shareholders
of the Company so that the Shares may be counted for the purposes of determining the presence of a quorum at such meetings.
8.3 VOTING TRUST, ETC. The Purchaser shall not deposit any Shares in a voting trust or, except as otherwise provided herein, subject any
Shares to any arrangement or agreement with respect to the voting of such Shares.
8.4 SOLICITATION OF PROXIES. Without the Company's prior written consent, the Purchaser shall not solicit proxies with respect to any
Shares of the Company owned by the Purchaser, nor shall it become a "participant" in any "Election Contest" (as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) relating to the election of directors of the Company. The Purchaser shall exercise its
influence on the management, the Board of Directors and policies of the Company in a manner consistent with its shareholding and any
business agreements between the Purchaser and the Company.
8.5 ACTS IN CONCERT WITH OTHERS. Except as contemplated herein with regard to permissible sales of the Purchaser's Shares, the
Purchaser shall not join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any Person, for the purpose
of acquiring, holding or disposing of Shares of the Company owned by the Purchaser.
8.6 RESTRICTIONS ON TRANSFER OF SHARES. For a period of three years from the date of this Agreement, the Purchaser shall not,
directly or indirectly, sell, transfer, pledge or hypothecate any Shares (or shares of Common Stock received upon the conversion of the Shares)
owned by it except (i) to the Company or any person or group approved in writing by the Company, or (ii) to a corporation of which the
Purchaser owns not less than 50% of the voting power entitled to be cast in
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