Neiman Marcus 2003 Annual Report Download - page 83

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any
shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration
any shares of stock of the Company unless the Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and canceled promptly after the acquisition thereof.
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, no
distribution shall be made (A) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior,
upon liquidation, dissolution or winding up, to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B
Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not earned or declared, to the date of such payment, provided that the holders of shares of Series B Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount to be distributed per share to holders of shares of Class B Common Stock, or (B) to the holders of shares of stock
ranking on a parity upon liquidation, dissolution or winding up with the Series B Preferred Stock, except distributions made ratably on
the Series B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. 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 aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under
the proviso in clause (A) of the preceding sentence shall be adjusted by multiplying such amount 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.