Neiman Marcus 2009 Annual Report Download - page 183

contained in the Confidentiality Agreements (except for such changes specifically necessary in order for the Company to be able to
comply with its obligations under this Agreement) or (iii) prior to the adoption of this Agreement by the Company's stockholders in
accordance with this Agreement, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide
written Acquisition Proposal not in violation of the immediately preceding sentence; if and only to the extent that in connection with
the foregoing clauses (ii) and (iii), the Board of Directors of the Company shall have determined in good faith, after consultation with
its outside legal counsel and financial advisors that, such action is required in order for the Board of Directors of the Company to
comply with its fiduciary duties under applicable Law and that such Acquisition Proposal will result in, or would reasonably be
expected to result in, a Superior Proposal. A "Superior Proposal" means an Acquisition Proposal for more than 50% of the equity
interest in, or more than 50% of the consolidated assets of, the Company and its subsidiaries that, if accepted, is reasonably capable of
being consummated, taking into account legal, financial, regulatory, timing and similar aspects of the proposal and the person making
the proposal and would, if consummated, result in a transaction more favorable to the Company's stockholders from a financial point
of view than the transaction contemplated by this Agreement. The Company and its subsidiaries will and will cause their respective
Representatives to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons
conducted heretofore with respect to any Acquisition Proposal. The Company shall also promptly (and in any event within 48 hours)
notify Parent of the receipt of each Acquisition Proposal after the date hereof, which notice shall include the identity of the person
making such Acquisition Proposal and set forth in reasonable detail its material terms and conditions (including without limitation
information relating to the financing thereof), and thereafter shall keep Parent reasonably informed of the status and material terms
and conditions of such Acquisition Proposal and provide a copy of all written materials provided to or by the Company in connection
with such Acquisition Proposal. Except as otherwise permitted by this Agreement, the Company and its subsidiaries shall not enter
into any Contract that is inconsistent with their respective obligations under this Section 6.5.
(b) Notwithstanding anything in this Section 6.5 to the contrary, if, at any time prior to the adoption of this Agreement by the
Company's stockholders in accordance with this Agreement, the Company's Board of Directors determines in good faith, after
consultation with its financial advisors and outside legal counsel, in response to a bona fide written Acquisition Proposal that was
unsolicited and that did not otherwise result from a breach of Section 6.5(a) in any material respect, that such proposal is a Superior
Proposal, (i) the Company may terminate this Agreement, (ii) its Board of Directors may approve or recommend such Superior
Proposal to its stockholders, and/or (iii) immediately prior to or concurrently with the termination of this Agreement, enter into any
agreement, understanding, letter of intent or arrangement with respect to such Superior Proposal; provided, however, that the
Company shall not terminate this Agreement or approve or recommend such Superior Proposal pursuant to this sentence, and any
purported termination or approval pursuant to this sentence shall be void and of no force or effect, unless the Company prior to or
concurrently with such action pursuant