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Neiman Marcus 2009 Annual Report Download - page 141

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TABLE OF CONTENTS

Page

ARTICLE I THE MERGER *

SECTION 1.1 The Merger *

SECTION 1.2 Closing; Effective Time *

SECTION 1.3 Effects of the Merger *

SECTION 1.4 Certificate of Incorporation; By-Laws *

SECTION 1.5 Directors and Officers *

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT

CORPORATIONS *

SECTION 2.1 Conversion of Securities *

SECTION 2.2 Treatment of Options, Restricted Shares, Stock Units, and Deferred Compensation Plans *

SECTION 2.3 Dissenting Shares *

SECTION 2.4 Surrender of Shares *

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY *

SECTION 3.1 Organization and Qualification; Subsidiaries *

SECTION 3.2 Certificate of Incorporation and By-laws *

SECTION 3.3 Capitalization *

SECTION 3.4 Authority *

SECTION 3.5 No Conflict; Required Filings and Consents *

SECTION 3.6 Compliance *

SECTION 3.7 SEC Filings; Financial Statements; No Undisclosed Liabilities *

SECTION 3.8 Absence of Certain Changes or Events *

SECTION 3.9 Absence of Litigation *

SECTION 3.10 Employee Benefit Plans *

SECTION 3.11 Labor and Employment Matters *

SECTION 3.12 Insurance *

SECTION 3.13 Properties *

SECTION 3.14 Tax Matters *

SECTION 3.15 Proxy Statement *