Neiman Marcus 2004 Annual Report Download - page 131

(d) Other Actions. (i) Harcourt General and Neiman Marcus shall prepare and mail, at such time as determined by Harcourt General, to the
holders of Harcourt General Common Stock, such information concerning Neiman Marcus, its business, operations and management, the Distribution
and the tax consequences thereof and such other matters as Harcourt General shall reasonably determine or as may be required by law. Neiman Marcus
agrees to cooperate with Harcourt General in the preparation of, and provide any information reasonably requested by Harcourt General for inclusion in,
such mailing. Harcourt General and Neiman Marcus will prepare, and Neiman Marcus will, to the extent required under applicable law, file with the
Commission any such documentation, including any no action letters or other requests for interpretive or regulatory assistance, if any, which Harcourt
General determines are necessary or desirable to effectuate the Distribution and the other transactions contemplated hereby and by the Recapitalization
Agreement and Harcourt General and Neiman Marcus shall each use its reasonable best efforts to obtain all necessary approvals from the Commission
with respect thereto as soon as practicable.
(ii) Harcourt General and Neiman Marcus shall take all such action as may be necessary or appropriate under the securities or blue sky laws
of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution and the other transactions
contemplated hereby and by the Recapitalization Agreement.
(iii) Neiman Marcus shall prepare and file, and shall use its reasonable best efforts to have approved, subject to official notice of issuance, an
application for the listing on the NYSE of the Class B Common Stock to be distributed in the Distribution.
(iv) Subject to Section 2.1(d)(vii), Neiman Marcus shall prepare and file the Form 8-A (which may include or incorporate by reference
information contained in the Proxy Statement) with the Commission as promptly as practicable following the execution hereof, and shall use its
best efforts to cause the Form 8-A to become effective under the Exchange Act immediately following the consummation of the Recapitalization
on the Declaration Date or as soon thereafter as practicable.
(v) On or prior to the Distribution Date, each of Harcourt General and Neiman Marcus shall consummate those other transactions in
connection with the Distribution (including the Recapitalization) that are contemplated by the Ruling Request and any related submissions by
Harcourt General to the Internal Revenue Service.
(vi) In addition to those matters specifically set forth above, Harcourt General and Neiman Marcus also shall take all reasonable steps
necessary and appropriate to cause the conditions set forth in Section 2.1(b) to be satisfied and to effect the Distribution on the Distribution Date.
(vii) Neiman Marcus agrees that it shall not file with the Commission any report or other document that contains any disclosure relating to
the Distribution, this Agreement, the Recapitalization Agreement or any of the transactions contemplated hereby or thereby without the prior
written consent of Harcourt General with respect to such disclosure, which consent shall not be unreasonably withheld.
(viii) Prior to the Distribution Date, Neiman Marcus shall not amend, and the Neiman Marcus Board of Directors shall not approve any
amendment to, Neiman Marcus's restated Certificate of Incorporation, other than the Governance Amendments, the Authorized Capital
Amendment and the amendments to the Certificate of Incorporation that will take effect upon the filing of the certificate of merger with the
Secretary of State of the State of Delaware in connection with the Recapitalization in accordance with the terms of the Recapitalization
Agreement.
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