Neiman Marcus 2009 Annual Report Download - page 153

any such losses and (ii) such investments shall be in short-term obligations of the United States of America with maturities of no more
than 30 days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or
in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation,
respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent
directs.
(b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the
Effective Time, of (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the
"Certificates") or (ii) Shares represented by book-entry ("Book-Entry Shares"), a form of letter of transmittal (which shall be in
customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set
forth in the letter of transmittal or have such other provisions as Parent may reasonably specify) and instructions for use in effecting
the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Shares for payment of the Merger
Consideration therefor. Upon surrender to the Paying Agent of a Certificate or of Book-Entry Shares, together with such letter of
transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be
required pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange
therefor the Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Shares and such Certificate
or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry
Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger
Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a
condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer
and that the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the
Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the
satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by
this Section 2.4(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only
the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II.
(c) At any time following the date that is twelve months after the Effective Time, the Surviving Corporation shall be entitled to
require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been made
available to the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such
holders shall be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws)
only as general creditors thereof with respect to the Merger Consideration