DSW 2011 Annual Report Download - page 100

is otherwise so required to be made, such amount shall be carried forward and adjustment with respect thereto made at the time of and together with
any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate a change in such
Purchase Price of at least one tenth (1/10) of one percent (1%) of such Purchase Price. All calculations under this Warrant shall be made to the nearest
one-hundredth of a share.
9. Abandoned Dividend or Distribution
. If the Company shall take a record of the holders of Common Stock for the
purpose of entitling them to receive a dividend or other distribution (which results in an adjustment to the Purchase Price under the terms of this
Warrant) and shall, thereafter, and before such dividend or distribution is paid or delivered to shareholders entitled thereto, legally abandon its plan to
pay or deliver such dividend or distribution, then any adjustment made to the Purchase Price by reason of the taking of such record shall be reversed,
and any subsequent adjustments, based thereon, shall be recomputed; provided, however, that no additional Purchase Price or any other adjustment
shall be required with regard to Warrant Shares that have been issued upon exercise of the Warrant prior to such abandonment.
4. CONSOLIDATION, MERGER, ETC
. In case the Company after the date hereof (a) shall consolidate with or merge into any
other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to
consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation
or merger, the Common Stock or Other Securities of the Company shall be changed into or exchanged for stock or other securities of any other Person
or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person, or (d) shall effect a capital
reorganization or reclassification of the Common Stock or Other Securities of the Company (other than a capital reorganization or reclassification for
which adjustment in the Purchase Price and the number of shares of Common Stock obtainable upon exercise of this Warrant is provided in
Section
3.4
), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in
this Warrant, the Holder of this Warrant, upon the exercise hereof for Common Stock at any time after the consummation of such transaction, shall be
entitled to receive (at the aggregate Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon
such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such
consummation, the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder upon
such consummation if such Holder had exercised this Warrant for Common Stock immediately prior thereto, subject to adjustments (subsequent to
such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5
, provided that if a purchase, tender or
exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the Holder
so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the
Holder of this Warrant shall be entitled to receive the highest amount of securities, cash or other property to which it would actually have been entitled
as a shareholder if the Holder of this Warrant had exercised this Warrant, including the payment of the Purchase Price in accordance with Section 2.1
(b)
hereof, prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the
consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5 .
5. OTHER DILUTIVE EVENTS . In case any event shall occur as to which the provisions of Section 3 or Section 4
hereof are not
strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder in accordance with the essential intent and
principles of such Sections, then in each such case, the Board of Directors of the Company shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to preserve, without dilution, the purchase rights represented by this Warrant.
6. NO DILUTION OR IMPAIRMENT
. The Company shall not, by amendment of its articles of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (a) shall not permit the par value of any shares of stock receivable upon the
exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock free from all liens, security interests,
encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges on the exercise of the
Warrants from time to time outstanding, and (c) shall not take any action which results in any adjustment of the Purchase Price if the total number of
Warrant Shares issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock then
authorized by the Company's articles of organization.
7. ACCOUNTANTS' REPORT
. In each case of any adjustment or readjustment in the number of the Warrant Shares issuable upon
the exercise of this Warrant or in the Purchase Price, including, without limitation, pursuant to Section 3.1 ,