Neiman Marcus 2009 Annual Report Download - page 149

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending
to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.1 The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the
DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger,
the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger
(the "Surviving Corporation").
SECTION 1.2 Closing Effective Time. Subject to the provisions of Article VII, the closing of the Merger (the "Closing")
shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, as soon as
reasonably practicable after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their
terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing); provided,
however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to
effect the Closing until the earlier of (a) a date during the Marketing Period specified by Merger Sub on no less than three business
days' notice to the Company and (b) the final day of the Marketing Period; and provided further, however, that notwithstanding the
satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing, and this
Agreement may be terminated pursuant to and in accordance with Section 8.1 hereof, in the event that the final day of the Marketing
Period shall not have occurred before such termination (or the Closing may be consummated at such other place or on such other date
as Parent and the Company may mutually agree). The date on which the Closing actually occurs is hereinafter referred to as the
"Closing Date". At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the
"Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance
with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of
the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being
hereinafter referred to as the "Effective Time") and shall make all other filings or recordings required under the DGCL in connection
with the Merger.
SECTION 1.3 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of
the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights,
privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts,
liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.