Neiman Marcus 2004 Annual Report Download - page 137
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(d) Upon exercise by Neiman Marcus of its Right of First Offer under this Section 2.6, Neiman Marcus and Harcourt General or, if applicable, its
Subsidiary, shall be legally obligated to consummate the purchase contemplated thereby and shall use their respective reasonable best efforts to make all
necessary filings and to secure any approvals required and to comply as soon as practicable with all applicable United States federal and state laws and
regulations in connection therewith; provided, however, that Harcourt General or its Subsidiary may determine, at any time prior to the consummation
of a Transfer to Neiman Marcus, not to Transfer or, in the case of Harcourt General, cause its Subsidiary to Transfer the Offered Securities, in which
case all of the provisions of 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.
SECTION 2.7 Smith Family. Harcourt General shall use its commercially reasonable best efforts to procure the agreement of each member of the Smith
family currently reporting its ownership of Harcourt General Common Stock on Schedule 13D under the Exchange Act (the "Smith Stockholders") that, for a
period of 180 days from the Distribution Date, such Smith Stockholder shall not Transfer any shares of Class B Common Stock held by such Smith
Stockholder other than to any other Smith Stockholder or any other Person to whom such Smith Stockholder would be permitted to transfer shares of Class B
Stock of Harcourt General in accordance with the Harcourt General Certificate of Incorporation (including for bona fide estate planning or charitable
purposes); provided, however, that such Smith Stockholder shall be permitted to Transfer shares of Class B Common Stock pursuant to a bona fide tender
offer, exchange offer, merger, consolidation or similar transaction in which the opportunity to Transfer shares is made available on the same basis to all
holders of Class B Common Stock.
B-14