Neiman Marcus 2007 Annual Report Download - page 180

Company on a consolidated basis to any Person or group of related persons for purposes of Section 13(d) of the
Securities Exchange Act of 1934 (a "Group"), together with any CIC Affiliates thereof other than to a Majority
Stockholder;
(2) the approval by the holders of the outstanding voting power of the Company of any plan or
proposal for the liquidation or dissolution of the Company;
(3) the occurrence of both of the following:
(A) any Person or Group (other than the Majority Stockholder) becoming the beneficial
owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of Common Stock
representing more than 40% of the aggregate outstanding voting power of the Company and such Person or
Group actually having the power to vote such Common Stock in any such election, and
(B) the Majority Stockholder beneficially owning (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934), directly or indirectly, in the aggregate a lesser percentage of the
voting power of the Company than such other Person or Group described in Section 2-7(a)(3)(A) above;
(4) the replacement of a majority of the members of the Board over a two-year period from the
members who constituted the Board at the beginning of such period, and such replacement shall not have been
approved by a vote of at least a majority of the members of the Board then still in office who either were members
of such Board at the beginning of such period or whose election as a member of such Board was previously so
approved or who were nominated by, or designees of, a Majority Stockholder; or
(5) 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.
(b) For purposes of this Section 2-7, the following terms shall have the following meanings:
(1) "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.
(2) "Common Stock" shall mean the common stock of the Company, $0.01 par value per share.
(3) "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 Pincus Netherlands Private Equity VIII C.V. I, Warburg