Neiman Marcus 2003 Annual Report Download - page 91

Section 7. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other
transaction in which the shares of Class C Common Stock are converted into, exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such case each share of Series C Preferred Stock shall at the same time be similarly
converted into, exchanged for or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal
to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into
which or for which each share of Class C Common Stock is converted, exchanged or converted. In the event the Company shall at
any time after October 18, 1999 declare or pay any dividend on the Class C Common Stock payable in shares of Class C Common
Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Class C Common Stock) into a greater or lesser number of shares of Class C
Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or
change of shares of Series C Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Class C Common Stock outstanding immediately after such event and the denominator of which is the number of
shares of Class C Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series C Preferred Stock shall not be redeemable from any holder.
Section 9. Rank. The Series C Preferred Stock shall rank, with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of the Company, pari passu with the Series A and the Series B Preferred Stock,
junior to all other series of Preferred Stock and senior to all classes of Common Stock.