Neiman Marcus 2009 Annual Report Download - page 182

officers, directors and employees shall not and (iii) it shall use its best efforts to ensure that its and its subsidiaries' accountants,
consultants, financial advisors, attorneys, employees and other agents, advisors and representatives ("Representatives") shall not,
(A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with
respect to a tender offer or exchange offer, proposal for a merger, consolidation or other business combination involving the Company
and its subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 20% or greater economic or
voting interest in the Company, or the assets, securities or other ownership interests of or in the Company or any of its subsidiaries
representing 20% or more of the consolidated assets of the Company and its subsidiaries, other than the transactions contemplated by
this Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"), (B) directly or indirectly,
engage in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential
information or data to any person relating to, an Acquisition Proposal, (C) take any action to render the Company Rights inapplicable
to an Acquisition Proposal or the transactions contemplated thereby, exempt or exclude any person from the applicability of the
Company Rights in connection with any Acquisition Proposal or transactions contemplated thereby (provided that nothing herein shall
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) or, other than as contemplated by this Agreement in connection with the Merger, allow the Company Rights to expire
prior to their expiration date, or take any action to exempt any person from the restrictions on "business combinations" contained in
Section 203 of the DGCL or otherwise cause such restrictions not to apply or (D) waive, terminate, modify or fail to enforce any
provision of any contractual "standstill" or similar obligation of any person other than Parent or its affiliates unless the Board of
Directors of the Company shall have determined in good faith, after consultation with its outside legal counsel, that such waiver,
termination, modification or failure to enforce is required in order for the Board of Directors to comply with its fiduciary duties under
applicable Law. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of
Directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated
under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer
or exchange offer) or from making any legally required disclosure to stockholders with regard to an Acquisition Proposal (provided
that neither the Company nor its Board of Directors may recommend any Acquisition Proposal unless permitted by Section 6.5(b) and
the Company may not fail to make or withdraw, modify or change in a manner adverse to Parent, all or any portion of its
recommendation of this Agreement or the Merger unless permitted by Section 6.1(a)), (ii) prior to the adoption of this Agreement by
the Company's stockholders in accordance with this Agreement, providing access to its properties, books and records and providing
information or data (provided that such access, information or data also is given to Parent to the extent not previously given to Parent)
in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal not in violation of
the immediately preceding sentence if the Board of Directors receives from the person so requesting such information an executed
confidentiality agreement on terms substantially similar to those