Neiman Marcus 2009 Annual Report Download - page 180

to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement,
complete control and supervision over its and its subsidiaries' respective operations.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.1 Stockholders Meeting. As soon as reasonably practicable following the date of this Agreement, the Company,
acting through its Board of Directors, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its
stockholders for the purpose of adopting this Agreement (the "Stockholders Meeting"), (ii) include in the Proxy Statement the
recommendation of the Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and,
subject to the approval of each Financial Advisor, as applicable, the written opinions of the Financial Advisors, dated as of the date
hereof, that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Class A Common
Stock and Class B Common Stock (other than members of the Smith Family Group) and (iii) use its reasonable best efforts to obtain
the Company Requisite Vote; provided that the Board of Directors of the Company may fail to make or withdraw, modify or change
such recommendation and/or may fail to use such efforts (subject to the Company having (A) provided Parent at least three business
days' prior written notice of the Company's Board of Directors' intention to do so and (B) complied with its obligations under
Section 6.5 in all material respects) if it shall have determined in good faith, after consultation with outside counsel to the Company,
that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable Law.
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Stockholders
Meeting if this Agreement is terminated in accordance with Section 8.1.
SECTION 6.2 Proxy Statement. As soon as reasonably practicable following the date of this Agreement, the Company shall, with
the assistance and approval (not to be unreasonably withheld or delayed) of Parent, prepare and file with the SEC the Proxy Statement.
Parent, Merger Sub and the Company will cooperate and consult with each other in the preparation of the Proxy Statement. Without
limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it
required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The
Company shall use its reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as
practicable after receipt thereof and to cause the Proxy Statement to be mailed to the Company's Stockholders as soon as practicable
after the Proxy Statement is cleared by the SEC. Each of Parent, Merger Sub and the Company agree to correct any information
provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably
practicable (i) notify Parent and