Neiman Marcus 2003 Annual Report Download - page 81

(B) The Company shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (A)
of this Section immediately after it declares a dividend or distribution on the Class B Common Stock (other than a dividend payable in
shares of Class B Common Stock); provided, that, in the event no dividend or distribution shall have been declared on the Class B
Common Stock during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of
$1 per share on the Series B Prefer- red Stock shall nevertheless be payable, when, as and if declared, on such subsequent Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative, whether or not earned or declared, on outstanding shares of
Series B Preferred Stock from the Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of
such shares is prior to the record date for the first Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such
Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights;
(A) Subject to the provision for adjustment hereinafter set forth and except as otherwise provided in the Certificate of
Incorporation or required by law, each share of Series B Preferred Stock shall entitle the holder thereof to a number of votes equal to
1,000 times the number of votes which each share of Class B Common Stock is entitled to vote, on all matters upon which the holders
of the Class B Common Stock of the Company are entitled to vote. In the event the Company shall at any time after October 18, 1999
declare or pay any dividend on the Class B Common Stock payable in shares of Class B Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Class B Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Class B Common Stock) into a greater or lesser number of shares of Class B Common Stock, then in each such
case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Class B Common
Stock outstanding immediately after such event and the denominator of which is the number of shares of Class B Common Stock that
were outstanding immediately prior to such event.