Neiman Marcus 2009 Annual Report Download - page 176

ARTICLE V
CONDUCT OF BUSINESS PENDING THE MERGER
SECTION 5.1 Conduct of Business of the Company Pending the Merger. The Company covenants and agrees that, during
the period from the date hereof until the Effective Time, except as contemplated by this Agreement or as required by Law, or unless
Parent shall otherwise agree in writing, the business of the Company and its subsidiaries shall be conducted in its ordinary course of
business and the Company shall use its reasonable best efforts to preserve substantially intact its business organization, and to preserve
its present relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting
the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise contemplated by this
Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule or as required by Law, neither the Company nor any of its
subsidiaries shall without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):
(a)amend or otherwise change its Certificate of Incorporation or By-laws or any similar governing instruments or amend or grant any
waiver under the Rights Plan (provided that this clause (a) shall not prevent the Company's Board of Directors from taking the
action set forth in the first parenthetical in clause (ii) of Section 3(a) of the Rights Plan);
(b)issue, deliver, sell, pledge, transfer, convey, dispose of or encumber any shares of capital stock, voting securities or other equity
interest, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock,
voting securities or other equity interests (including but not limited to stock appreciation rights, phantom stock or similar
instruments) of the Company or any of its subsidiaries, except for (A) the issuance of Shares upon the exercise of Options or in
connection with other stock-based awards outstanding as of the date hereof, in each case, in accordance with the terms of any
Company Plan, or (B) issuances in accordance with the Rights Plan;
(c)declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any
of its capital stock (except for (i) regular quarterly cash dividends on Company Common Stock or (ii) any dividend or distribution
by a subsidiary of the Company to the Company or a direct or indirect wholly-owned subsidiary of the Company);
(d)adjust, recapitalize, reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any shares of capital stock of the
Company (other than the acquisition of Shares tendered by employees or former employees in connection with a cashless exercise
of Options or in order to pay taxes in connection with the exercise of Options or the lapse of restrictions in respect of Restricted
Stock or Stock Units, in each case, pursuant to the terms of a Company Plan), or adjust, recapitalize, reclassify, combine, split or
subdivide any capital stock or other ownership interests of any of the Company's subsidiaries;
(e)(i) acquire or license (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership
or other business organization or division