Apple 1997 Annual Report Download - page 178

Directors which represent a change of a majority or more of such membership during any twelve month period (unless such change or changes
in membership are caused by the actions of the then existing Board of Directors and do not occur within twelve months of the commencement,
threat or proposal of an Election Contest, tender offer or other transaction which would constitute a Change of Control under (i) or (ii) of this
Section 9.1(d)); or (iv) a sale of all or substantially all of the Company's assets.
(e) The term "Insolvency Proceeding" shall mean (i) an assignment for the benefit of creditors, (ii) the filing by or against Company of a
petition to have Company adjudged insolvent, bankrupt or seeking a reorganization or liquidation under any law relating to bankruptcy,
insolvency or receivership, (iii) an appointment of a receiver or trustee for all or substantially all of the assets of the Company, (iv) a public
admission in writing of the Company's inability to pay its debts as they come due, or (v) the adoption of a plan of liquidation or dissolution by
the Board of Directors of the Company.
(f) The term "Significant Event" means (i) any proposed amendment to the Articles of Incorporation or By-laws of the Company (other than a
proposal to increase the number of authorized shares of Common Stock or Preferred Stock; provided such increase(s) is (are) not contrary to
clause (v) of this Section
9.1 (f)), (ii) a disposition of the Company (by way of merger, disposition of assets or otherwise), (iii) a recapitalization of the Company, (iv) a
liquidation of the Company, or (v) any vote pursuant to any provision of law or the Company's Articles of Incorporation or By-laws requiring
or permitting shareholders to approve any business combination proposed by or with another Person or its affiliates which have acquired a
certain percentage of the Company's shares or to grant voting rights to such Person or to waive or adopt provisions requiring such a vote.
9.2 BEST EFFORTS. Each of the Company and the Purchaser shall use its best efforts to take all actions required under any law, rule or
regulation adopted subsequent to the date hereto to ensure that the conditions to the Closing set forth herein are satisfied on or before the
Closing Date.
9.3 GOVERNING LAW. This Agreement shall be governed in all respects by the internal laws of the State of California as applied to contracts
entered into solely between residents of, and to be performed entirely within, such state, and without reference to principles of conflicts of laws
or choice of laws.
9.4 SURVIVAL; TERMINATION OF COVENANTS. The representations and warranties in Sections 3 and 4 of this Agreement shall not
survive the Closing except for the representations and warranties in Sections 4.3 and 4.7 hereof which shall continue to survive. The covenants
of the Company and the Purchaser under Section 7 and Section 8 hereof shall terminate on the fifth anniversary of this Agreement, provided
the Purchaser's covenants in Section 8 shall terminate in the event of a Change of Control or Insolvency Proceeding.
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