Neiman Marcus 2008 Annual Report Download - page 559

"Cardholder List" means any list (whether in hardcopy, magnetic tape, electronic or other form) that identifies Cardholders,
including any such listing that sets forth the names, addresses, email addresses (as available), telephone numbers or social security
numbers of any or all Cardholders.
"Change of Control" means, with respect to NMG or Bank, as the case may be, (the "subject Person"), (i) a Person or group
becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (except that a Person
or group shall be deemed to own all securities it has the right to acquire)), directly or indirectly, of more than fifty percent (50%) of
the total voting power of the subject Person, (ii) such subject Person merges, consolidates, acquires, is acquired by, or otherwise
combines with any other Person in a transaction in which the subject Person is not the surviving entity or which constitutes a "merger
of equals", it being understood that a subject Person shall not be considered the "surviving entity" of a transaction if either (A) the
members of the Board of Directors of the subject Person immediately prior to the transaction constitute less than a majority of the
members of the Board of Directors of the ultimate parent entity of the entity surviving or resulting from the transaction or (B) the
Persons who were beneficial owners of the outstanding voting securities of the subject Person immediately prior to the transaction
beneficially own less than fifty percent (50%) of the total voting power of the ultimate parent entity of the entity surviving or resulting
from the transaction, or (iii) the subject Person sells all or substantially all of its assets to a Person that is not an Affiliate of the subject
Person.
"Closing" has the meaning set forth in the Purchase Agreement.
"Co-Branded Credit Card" means a Credit Card that bears a NMG Licensed Mark and the trademarks, tradenames, service
marks, logos and other proprietary designations of a Card Association, including any Dual-Line Credit Card.
"Comparable Partner Programs" means from time to time other major Credit Card programs of Bank designated annually by the
Management Committee that are comparable to the Program in terms of program size, public profile and brand image. As of the date
hereof, the "Comparable Partner Programs" include those listed on Schedule 1.1(b).
"Competing Retail Programs" means from time to time major retailer Credit Card programs other than the Program, whether or
not Bank or any of its Affiliates participate in such other programs.
"Competitive" with respect to any feature or aspect of the Program, means that such feature or aspect is both (i) no less
favorable to the NMG Companies than comparable aspects and features of the Comparable Partner Programs and (ii) consistent and
competitive with the comparable aspects and features of the Competing Retail Programs (to the extent publicly known in the case of
Competing Retail Programs in which neither of the Parties or their respective Affiliates are participants).
"Confidential Information" has the meaning set forth in Section 13.1 hereof.
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