Neiman Marcus 2009 Annual Report Download - page 150

SECTION 1.4 Certificate of Incorporation; By-Laws. At the Effective Time, the certificate of incorporation of the Company
shall be amended so as to read in its entirety as is set forth on Exhibit A annexed hereto, and, as so amended, shall be the certificate of
incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by Law.
(b) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the by-laws of the
Company shall be amended so as to read in their entirety in the form as is set forth in Exhibit B annexed hereto, and, as so amended,
shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of
incorporation of the Surviving Corporation and as provided by Law.
SECTION 1.5 Directors and Officers. The directors of the Company immediately prior to the Effective Time shall submit
their resignations to be effective as of the Effective Time. Immediately after the Effective Time, Parent shall take the necessary action
to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation, each to
hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation. The officers of the Company
immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of
their resignation or removal.
ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS
SECTION 2.1 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of
Merger Sub, the Company or the holders of any of the following securities:
(a) Each share of Class A Common Stock, par value $0.01 per share, of the Company (the "Class A Common Stock"), Class B
Common Stock, par value $0.01 per share, of the Company (the "Class B Common Stock"), and Class C Common Stock, par value
$0.01 per share, of the Company (the "Class C Common Stock" and together with the Class A Common Stock and Class B Common
Stock, the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of
Class A Common Stock ("Class A Shares"), shares of Class B Common Stock ("Class B Shares") or shares of Class C Common Stock
("Class C Shares" and together with the Class A Shares and Class B Shares, the "Shares") to be canceled pursuant to Section 2.1(b)
and any Dissenting Shares (as defined in Section 2.3(a)) shall be converted into the right to receive $100.00 (one hundred dollars) in
cash (the "Merger Consideration") payable to the holder thereof, without interest, upon surrender of such Shares in the manner
provided in Section 2.4, less any required withholding taxes;