Neiman Marcus 2004 Annual Report Download - page 126

(o) "Distribution Record Date" shall mean the date determined by the Board of Directors of Harcourt General as the record date for the
determination of the holders of record of Harcourt General Common Stock entitled to receive shares of Class B Common Stock in the Distribution.
(p) "Effective Time" shall mean immediately prior to the midnight, New York time, that ends the 24-hour period comprising the Distribution
Date.
(q) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(r) "Form 8-A" shall mean a Neiman Marcus registration statement on Form 8-A pursuant to which the Class B Common Stock shall be registered
under the Exchange Act, including all amendments thereto.
(s) "Governance Amendments" shall mean (i) an amendment to the Neiman Marcus Certificate of Incorporation establishing a range for the
number of directors on the Neiman Marcus Board of Directors from six to nine, the actual number to be determined exclusively by resolution of the
Neiman Marcus Board of Directors, and a provision that prohibits the alteration or repeal of this provision without the vote of 662/3% of the total voting
power of the outstanding shares of Neiman Marcus voting stock voting together as a single class and (ii) an amendment to the Neiman Marcus
Certificate of Incorporation providing for a requirement that the approval of 662/3% of the total voting power of the outstanding shares of Neiman
Marcus is necessary to approve any merger or consolidation, any sale, lease, exchange or other disposition of all or substantially all of Neiman Marcus'
assets and unless approved by two-thirds of the Neiman Marcus Board of Directors, any issuance of voting securities of Neiman Marcus that would
require stockholder approval.
(t) "Governmental Authority" shall mean any federal, state, local, foreign or international court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental authority.
(u) "Harcourt General Business" shall mean each and every business conducted at any time by Harcourt General or any Subsidiary of Harcourt
General (other than Neiman Marcus and its subsidiaries) prior to the Effective Time, except the Neiman Marcus Business.
(v) "Harcourt General Common Stock" shall have the meaning set forth in the recitals hereto.
(w) "Harcourt General Group" shall mean Harcourt General and each Person (other than any member of the Neiman Marcus Group) that is a
Subsidiary of Harcourt General immediately prior to the Effective Time.
(x) "Harcourt General Indemnitees" shall mean Harcourt General, each member of the Harcourt General Group, each of their respective present
and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing except Neiman
Marcus Indemnitees; provided that any Person who is a present or former director, officer, employee or agent (or is an heir, executor, successor or
assign of such Person) of Harcourt General or any member of the Harcourt General Group (excluding the Neiman Marcus Group) shall be covered by
this definition in such capacity.
(y) "Harcourt General Liabilities" shall mean collectively, all Liabilities of Harcourt General or any Subsidiary of Harcourt General (other than
Neiman Marcus and its Subsidiaries) immediately prior to the Effective Time, except the Neiman Marcus Liabilities.
(z) "Indemnifiable Losses" shall mean any and all losses, Liabilities, claims, damages, demands, costs or expenses (including reasonable
attorneys' fees and any and all out-of-pocket
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