Neiman Marcus 2004 Annual Report Download - page 136

Shares in proportion to the votes cast affirmatively or negatively by all other holders of Class A Common Stock voting.
SECTION 2.6 Right of First Offer. (a) Commencing immediately after the consummation of the Distribution, and prior to the second anniversary of the
Distribution Date, Harcourt General shall not, and shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect
wholly owned Subsidiary of Harcourt General, Neiman Marcus or pursuant to a bona fide merger, tender offer, exchange offer, consolidation or other similar
transaction in which the opportunity to Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of
Class A Common Stock in any 60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock,
taken together, unless Harcourt General shall have given to Neiman Marcus at least ten days' prior written notice (the "Right of First Offer") that it or its
Subsidiary is considering effecting such a Transfer (a "Transferor's Notice"). Such notice shall state (i) the number of shares of Class A Common Stock that
Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) the price, if applicable, at which Harcourt General or its Subsidiary would
be willing to Transfer the Offered Securities, other than in a "block trade" or other public offering (a "Public Sale"), including to a third party (the "Private
Price"), and/or if Harcourt General or its Subsidiary anticipates the possibility of a Transfer of such shares in a Public Sale, a statement to such effect. Upon
receipt of the Transferor's Notice, Neiman Marcus, acting through its Board of Directors, shall have ten days (the "Offer Period") to elect to purchase the
Offered Securities at a price in cash equal to (x) the Private Price or (y) if no Private Price has been stated by Harcourt General, the closing price on the New
York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the Transferor's Notice. The
foregoing Right of First Offer shall not apply to any Transfer for shares of stock or other property, so long as the transferee in any such Transfer shall agree in
writing to be bound by the provisions of this Section 2.6.
(b) If Neiman Marcus does not exercise its Right of First Offer, then Harcourt General or its Subsidiary shall have the right, for a period ending
upon the later of (i) 120 days from the expiration of the Offer Period, (ii) 45 days after such time as a registration statement filed with respect to such
Offered Securities shall be declared effective by the Commission or (iii) 15 days after the expiration of such time as the parties to any transaction
reasonably require to comply with applicable United States federal and state laws and regulations, to Transfer or, in the case of Harcourt General, cause
its Subsidiary to Transfer all or any portion of the Offered Securities at a price no less than (i) if the Transferor's Notice sets forth a Private Price, the
Private Price or (ii) if the Transferor's Notice does not set forth a Private Price, (A) in a Public Sale, 90% of the low sales price on the NYSE Tape on
the trading day on which such Transfer is made (as opposed to the settlement date of such Transfer) or (B) in a Transfer other than a Public Sale, the low
sales price on the NYSE Tape on the trading day on which an agreement to Transfer is made. If Harcourt General or its Subsidiary does not Transfer or,
in the case of Harcourt General, cause its Subsidiary to Transfer all or any portion of the Offered Securities within the time period provided for in this
Section 2.6(b), the Right of First Offer in this Section 2.6 shall again become applicable with respect to any Transfer of shares of Class A Common
Stock by Harcourt General or its Subsidiary.
(c) If Neiman Marcus exercises its Right of First Offer, the closing of the purchase of the Offered Securities with respect to which such right has
been exercised shall take place on the 15th day after the later of (i) the date Neiman Marcus gives notice of such exercise and (ii) the expiration of such
time as the parties may reasonably require in order to comply with applicable United States federal and state laws and regulations, which in no event
shall be more than 45 days after the date specified in clause (c)(i).
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