Neiman Marcus 2004 Annual Report Download - page 141

SECTION 4.5 Other Matters. Each of Harcourt General and Neiman Marcus shall negotiate in good faith to execute prior to the Distribution Date such
further certificates, agreements and other documents (including, without limitation, with respect to transition services, intellectual property, employee benefits
and insurance matters) which are necessary or appropriate to consummate or implement the transactions contemplated hereby and by the Recapitalization
Agreement.
SECTION 4.6 No Solicitation. (a) Harcourt General agrees that neither it nor any executive officer of Harcourt General named on Schedule 4.6 to this
Agreement or any director of Harcourt General who is also an executive officer or director of Neiman Marcus (a "Shared Representative") shall solicit any
offers or proposals regarding (i) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or
similar transaction involving Neiman Marcus, (ii) any purchase or sale of all or substantially all of the assets of Neiman Marcus or (iii) any issuance or other
sale or transfer of any equity interest in Neiman Marcus held by Harcourt General (collectively, a "Transaction Proposal"). The obligations set forth in clauses
(i) and (ii) of this Section 4.6(a) shall terminate on the date that is two years following the Distribution Date and the obligations set forth in clause (iii) of this
Section 4.6(a) shall terminate on the Distribution Date.
(b) Upon receipt of an unsolicited Transaction Proposal, Harcourt General or any Shared Representative, as the case may be, shall, in Harcourt
General's sole discretion, either (i) promptly reject such Transaction Proposal, subject to the fiduciary obligations of any Shared Representative to
Neiman Marcus or its stockholders or to such Shared Representative's obligations as an executive officer of Neiman Marcus, or (ii) refer such
Transaction Proposal to Walter J. Salmon or another Independent Director and to the Person designated pursuant to Section 5.5 to receive copies of any
notices delivered to Neiman Marcus and the Independent Directors of Neiman Marcus. In the event that the Independent Directors determine that such
Transaction Proposal should be discussed further with the party making such Transaction Proposal, the Independent Directors shall notify Harcourt
General in writing, signed by a majority of the Independent Directors of Neiman Marcus. Harcourt General and the Shared Representatives shall be
permitted to take such steps as they deem appropriate, in their good faith judgment, in connection with such Transaction Proposal without being deemed
to violate this Section 4.6. The sole remedy for breach by Harcourt General or any of the Shared Representatives of this Section 4.6 shall be the
elimination of the indemnity obligation of Neiman Marcus set forth in Section 2.4(c), as provided in the last sentence of Section 2.4(c), except as
provided in the proviso to such last sentence of Section 2.4(c).
SECTION 4.7 Registration Rights Agreement. On the Distribution Date, Harcourt General and Neiman Marcus will enter into a registration rights
agreement providing for two demand registration rights and two shelf registration rights with respect to the shares of Class A Common Stock to be held by
Harcourt General following the Distribution Date, and otherwise containing customary provisions reasonably acceptable to both Harcourt General and
Neiman Marcus.
SECTION 4.8 Disclosure of Indemnification Obligations. Neiman Marcus agrees to disclose from time to time, in its audited consolidated financial
statements included in its Annual Report on Form 10-K, the existence, scope and material terms of its indemnification obligations pursuant to Section 2.4(c),
for a period commencing on the Distribution Date and ending on the earlier to occur of (i) the date that is five years from the Distribution Date and (ii) such
time as the Independent Directors of Neiman Marcus determine such disclosure is no longer necessary.
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