Apple 1997 Annual Report Download - page 92

4. CONSOLIDATION, MERGER, EXCHANGE, ETC. In case the Corporation shall enter into any consolidation, merger, combination,
statutory share exchange or other transaction in which the Common Stock is exchanged for or changed into other shares or securities, money
and/or any other property, then in any such case the Series A Preferred Stock shall at the same time be either, at the option of the Corporation,
(a) similarly exchanged or changed into preferred shares of the surviving entity providing the holders of the Series A Preferred Stock with (to
the extent possible) the same relative rights and preferences as the Series A Preferred Stock or (b) converted into the shares of stock and other
securities, money and/or any other property receivable upon or deemed to be held by holders of Common Stock immediately following such
consolidation, merger, combination, statutory share exchange or other transaction, and the holders of the Series A Preferred Stock shall be
entitled upon such event to receive such amount of securities, money and/or any other property as the shares of the Common Stock of the
Corporation into which such shares of Series A Preferred Stock could have been converted immediately prior to such consolidation, merger,
combination, statutory share exchange or other transaction would have been entitled.
5. CONVERSION.
(a) Each share of Series A Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing the Original Issue Price by the Conversion Price in effect at the time of the conversion upon any
sale, pledge, conveyance, hypothecation, assignment or other transfer of such share, whether or not for value, or attempt thereof, by the initial
registered holder thereof, other than any such transfer by such holder to a nominee of such holder (without any change in beneficial ownership,
as such term is defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided that any
transfer by the initial registered holder to any majority-owned subsidiary of the initial registered holder shall not give rise to automatic
conversion hereunder unless and until such transferee ceases to be a majority-owned subsidiary of the initial registered holder; and further
provided that in the event any pledge, conveyance, hypothecation, assignment or other transfer shall not give rise to automatic conversion
hereunder, then any subsequent transfer or attempt thereof by the holder (other than any such transfer by such holder to a nominee of such
holder (without any change in beneficial ownership, as such term is defined under Section 13(d) of the Exchange Act) shall be subject to
automatic conversion upon the terms and conditions set forth herein. The price at which shares of Common Stock shall be deliverable upon
conversion shall initially $16.50 with respect to shares of Series A Preferred Stock (the "Conversion Price"). The initial Conversion Price shall
be subject to adjustment as provided below.
(b) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the
purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its
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