Apple 1997 Annual Report Download - page 177

the election of directors (a "Controlled Corporation"), so long as such Controlled Corporation agrees to hold such Shares subject to all the
provisions of this Agreement, including this Section 8.6, and agrees to transfer such Shares to the Purchaser or another Controlled Corporation
of the Purchaser if it ceases to be a Controlled Corporation of the Purchaser. Notwithstanding the foregoing or anything else to the contrary in
this Agreement, the Purchaser may enter into bona fide transactions through a nationally recognized investment banking firm which constitute
a hedge against changes in the market price of the Common Stock, provided, however, no public disclosure is made with respect to such hedge
transactions, except in an initial Schedule 13D, the text of which is reasonably satisfactory to the Company, or if in the opinion of counsel to
Purchaser such disclosure is required as a matter of law.
8.7 ACQUISITION OF STOCK. The Purchaser shall advise management of the Company as to the Purchaser's general plans to acquire shares
of Common Stock, or rights thereto, reasonably in advance of any such acquisitions. All of the Purchaser's purchases of Common Stock shall
be in compliance with applicable laws and regulations and the provisions of this Agreement.
SECTION 9
MISCELLANEOUS
9.1 CERTAIN DEFINITIONS. As used in this Agreement:
(a) The term "Voting Stock" means the Common Stock and any other securities issued by the Company having the ordinary power to vote in
the election of directors of the Company (other than securities having such power only upon the happening of a contingency).
(b) The terms "Beneficial Owner," "beneficial Ownership" and "group" shall have the meaning comprehended by Section 13(d)(3) of the
Exchange Act and the rules and regulations promulgated thereunder.
(c) The term "Person" shall mean any person, individual, corporation, partnership, trust or other non-governmental entity or any governmental
agency, court, authority or other body (whether foreign, federal, state, local or otherwise).
(d) The term "Change of Control" shall mean (i) an acquisition of Voting Stock by a Person or group in a purchase or transaction or series of
related purchases or transactions if immediately thereafter such Person or group has Beneficial Ownership of more than fifty percent (50%) of
the combined voting power of the Company's then outstanding Voting Stock; (ii) the execution of an agreement providing for a tender offer,
merger, consolidation or reorganization, or series of such related transactions involving the Company, unless the stockholders of the Company,
immediately after such transaction or transactions are the Beneficial Owners of at least fifty percent (50%) of the Voting Stock;
(iii) a change or changes in the membership of the Company's Board of
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