Neiman Marcus 2004 Annual Report Download - page 130

Distribution or the transactions contemplated by this Agreement and the Recapitalization Agreement;
(vi) The Recapitalization shall have been consummated;
(vii) The Form 8-A shall have been filed with the Commission and there shall be no impediment to the certification by the NYSE to the
Commission of the listing of the Class B Common Stock;
(viii) The Class B Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance;
(ix) The stockholders of Harcourt General shall have approved an amendment to the Harcourt General Certificate of Incorporation creating a
class of low-vote common stock;
(x) The Board of Directors of Harcourt General shall have received an opinion of Lazard Freres as to the fairness of the Distribution to the
Harcourt General stockholders from a financial point of view;
(xi) The Board of Directors of Harcourt General shall have received a customary opinion as to the legality of the dividend constituting the
Distribution under Delaware law;
(xii) The Board of Directors of Harcourt General shall have received a customary opinion as to the Distribution not constituting a sale, lease,
exchange or other disposition of all or substantially all of its assets;
(xiii) Each of the representations and warranties of Neiman Marcus set forth in this Agreement shall have been true and correct when made
and shall be true and correct as of the Declaration Date; and Neiman Marcus shall have performed or complied with all agreements and covenants
required to be performed by it under this Agreement and the Recapitalization Agreement at or prior to the Declaration Date; and Harcourt General
shall have received a certificate of the chief financial officer of Neiman Marcus as to the foregoing;
(xiv) All actions and other documents and instruments deemed necessary or advisable in connection with the transactions contemplated
hereby shall have been taken or executed, as the case may be, in form and substance satisfactory to Harcourt General; and
(xv) No event or development shall have occurred which the Board of Directors of Harcourt General determines, in its sole discretion, makes
the Distribution not in the best interests of Harcourt General and/or its stockholders.
The foregoing conditions are for the sole benefit of Harcourt General and shall not give rise to or create any duty on the part of Harcourt General to waive or
not waive any such condition.
(c) Sale of Fractional Shares. In response to the request of Neiman Marcus that no fractional shares of Class B Common Stock be distributed in
the Distribution, Harcourt General shall appoint the Distribution Agent as agent for each holder of record of Harcourt General Common Stock who
would receive in the Distribution any fractional share of Class B Common Stock. The Distribution Agent shall aggregate all such fractional shares and
sell them in an orderly manner after the Distribution Date in the open market and, after completion of such sales, distribute a pro rata portion of the net
proceeds from such sales, based upon the gross selling price of all such fractional shares, to each shareholder of Harcourt General who would otherwise
have received a fractional share. Harcourt General shall reimburse the Distribution Agent for its reasonable costs, expenses and fees (including selling
expenses) in connection with the sale of fractional shares of Class B Common Stock and the distribution of the proceeds thereof in accordance with this
Section 2.1(c).
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