Neiman Marcus 2009 Annual Report Download - page 154

payable upon due surrender of their Certificates or Book-Entry Shares. The Surviving Corporation shall pay all charges and expenses,
including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration. Any Merger
Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to
or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent free
and clear of any claims or interests of any person previously entitled thereto. Neither the Surviving Corporation, Parent nor the Paying
Agent will be liable to any person entitled to payment under this Article II for any consideration which is delivered to a public official
pursuant to any abandoned property, escheat or similar Law.
(d) After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further
registration of transfers of Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates or Book-
Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for,
and in accordance with the procedures set forth in, this Article II.
(e) Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation and the Paying Agent shall be
entitled to deduct and withhold from the consideration otherwise payable to any former holder of Shares pursuant to this Agreement
any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax (as
defined below) Laws. To the extent that amounts are so properly withheld by the Paying Agent, the Surviving Corporation or Parent,
as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the
Shares in respect of which such deduction and withholding was made by the Paying Agent, the Surviving Corporation or Parent, as the
case may be.
(f) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder's compliance with the replacement
requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as
indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for
the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by such
Certificate pursuant to this Article II.
(g) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time,
the issued and outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock
split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares
or other similar transaction, the Merger Consideration and any other dependent items shall be appropriately adjusted to provide to the
holders of the Shares the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from
and after the date of such