Apple 1997 Annual Report Download - page 99

2. OBLIGATIONS OF THE COMPANY.
(a) Whenever the Company is required by the provisions of this Agreement to use its reasonable best efforts to effect the registration of any
Common Stock under the Securities Act, the Company shall (i) prepare and, as soon as reasonably possible, file with the SEC a registration
statement with respect to the shares of Subject Stock, and shall use its reasonable best efforts to cause such registration statement to become
effective and to remain effective until the earlier of the sale of the shares of Subject Stock so registered or 90 days subsequent to the effective
date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be reasonably necessary to make and to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered pursuant to such
registration statement until the earlier of the sale of the shares of Subject Stock so registered or 90 days subsequent to the effective date of such
registration statement; and
(iii) take all such other action either necessary or desirable to permit the shares of Subject Stock held by the Purchaser to be registered and
disposed of in accordance with the method of disposition described herein.
(b) Notwithstanding the foregoing, if the Company shall furnish to the Purchaser a certificate signed by its Chairman, Chief Executive Officer
or Chief Financial Officer stating that (i) filing a registration statement or maintaining effectiveness of a current registration statement would
have a material adverse effect on the Company or its stockholders in relation to any material financing, acquisition or other corporate
transaction, and the Company has determined in good faith that such disclosure is not in the best interests of the Company and its shareholders,
or (ii) the Company has determined in good faith that the filing or maintaining effectiveness of a current registration statement would require
disclosure of material information the Company has a valid business purpose of retaining as confidential, the Company shall be entitled to
postpone filing or suspend the use by the Purchaser of the registration statement, as the case may be, for a reasonable period of time, but not in
excess of an aggregate of 90 calendar days in any 360 day period. If the Company furnishes a notice under this paragraph, the Company shall
extend the period during which such registration statement shall be maintained effective as provided in Section 2(a) hereof by the number of
days during the period from and including the date of the giving of notice under this paragraph to the date when sales under the registration
statement may recommence.
(c) In connection with any registration statement, the following provisions shall apply:
(1) The Company shall furnish to the Purchaser, prior to the filing thereof with the SEC, a copy of any registration statement, and each
amendment thereof and each amendment or supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to
reflect in each such document, when so filed with the SEC, such comments as the Purchaser and its counsel reasonably may propose.
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