Neiman Marcus 2005 Annual Report Download - page 167
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than such other Person or Group; (iv) the replacement of a majority of the Board of Directors of the Company over a two-year period
from the directors who constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall
not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were
members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was
previously so approved or who were nominated by, or designees of, a Majority Stockholder; or (v) consummation of a merger or
consolidation of the Company with another entity in which holders of the Common Stock of the Company immediately prior to the
consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than
50% of the common equity interest in the surviving corporation in such transaction and the Majority Stockholder does not hold a
sufficient amount of voting power (or similar securities) to elect a majority of the surviving entity's board of directors.
For purposes of this Section 2.5, the following terms shall have the following meanings:
(a) "CIC Affiliate" shall mean, with respect to any entity, any other corporation, organization, association,
partnership, sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly
controlling or controlled by or under direct or indirect common control with such entity.
(b) "Common Stock" shall mean the common stock of the Company, $0.01 par value per share.
(c) "Majority Stockholder" shall mean , collectively or individually as the context requires, Newton Holding,
LLC, TPG Newton III, LLC, TPG Partners IV, L.P., TPG Newton Co-Invest I, LLC, Warburg Pincus Private Equity VIII,
L.P., Warburg
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