Apple 1997 Annual Report Download - page 93

shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock.
6. ADJUSTMENT OF CONVERSION FOR DIVIDEND AND DISTRIBUTIONS.
(a) In the event the Corporation shall at any time after issuance of the Series A Preferred Stock declare or pay any dividend or other distribution
on Common Stock, payable in Common Stock or other securities or rights convertible into, or exchangeable for, Common Stock, or effect a
subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser number
of Common Stock, then in each such case the number of Common Stock issuable upon the conversion of the Series A Preferred Stock shall be
adjusted (the "Adjustment") by multiplying the number of Common Stock to which the holder was entitled before such event by a fraction, the
numerator of which will be the number of shares of Common Stock outstanding immediately after such event, and the denominator of which
will be the number of shares of Common Stock that were outstanding immediately prior to such event.
(b) In the event the Corporation shall at any time after issuance of the Series A Preferred Stock, distribute to holders of its Common Stock,
other than as part of a dissolution or liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness, or
other securities or any of its assets (other than Common Stock or securities convertible into or exchangeable for Common Stock), then, in any
such case, the Series A Preferred Stock holder shall be entitled to receive, at the same time as such distribution is made to the holders of
Common Stock, with respect to each share of Common Stock issuable upon such conversion, the amount of cash or evidence of indebtedness
or other securities or assets which such Series A Preferred Stock holder would have been entitled to receive with respect to each such share of
Common Stock as a result of the happening of such event had the Series A Preferred Stock holder converted to Common Stock immediately
prior to the record date or other date determining the shareholders entitled to participate in such distribution (the "Determination Date").
7. MINIMAL ADJUSTMENTS. No adjustment in the Original Issue Price need be made if such adjustment would result in a change in the
Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the
time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the
Conversion Price.
8. FRACTIONAL SHARES. In lieu of any fractional shares to which the holder of the Series A Preferred Stock would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the closing price of one share of the Corporation's Common Stock on the
trading day prior to conversion, if such price is available. If such price is not available, this Corporation shall pay cash for fractional shares
equal to such fraction multiplied by the fair market value of one share of Series A Preferred Stock as
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