Neiman Marcus 2003 Annual Report Download - page 89

(A) Subject to the provision for adjustment hereinafter set forth and except as otherwise provided in the Certificate of
Incorporation or required by law, each share of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to
1,000 times the number of votes which each share of Class C Common Stock is entitled to vote, on all matters upon which the holders
of the Class C Common Stock of the Company are entitled to vote. In the event the Company shall at any time after October 18, 1999
declare or pay any dividend on the Class C Common Stock payable in shares of Class C Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Class C Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Class C Common Stock) into a greater or lesser number of shares of Class C Common Stock, then in each such
case the number of votes per share to which holders of shares of Series C Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Class C Common
Stock outstanding immediately after such event and the denominator of which is the number of shares of Class C Common Stock that
were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Certificate of Incorporation or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock, and except as otherwise required by law, the holders of shares of Series C
Preferred Stock and the holders of shares of Class C Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company.
(C) Except as set forth herein, or as otherwise provided by law, holders of Series C Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class C
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series C Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or
declared, on shares of Series C Preferred Stock outstanding shall have been paid in full, the Company shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (as to
dividends) to the Series C Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (as to
dividends) with the Series C Preferred Stock, except dividends paid ratably on the Series C Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;