DSW 2011 Annual Report Download - page 102

Except as otherwise permitted by this Section 10
, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant,
and each certificate issued upon the transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:
“
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS.”
2. Transfer to Comply With the Securities Act
. Restricted Securities may not be sold, assigned, pledged,
hypothecated, encumbered or in any manner transferred or disposed of (a “ Transfer ”),
in whole or in part, except in compliance with the
provisions of the Securities Act and state securities or Blue Sky laws and the terms and conditions hereof.
3. Notice of Transfer
. Each Holder shall, prior to any Transfer of any Warrants, give written notice to the Company of such
Holder's intention to Transfer.
4. Termination of Restrictions . The restrictions imposed by this Section 10
on the transferability of Restricted Securities
shall cease and terminate as to any particular Restricted Securities (a) when a registration statement with respect to the sale of such securities shall
have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement,
(b) when such securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (c) when, in the reasonable
opinion of both counsel for the Holder and counsel for the Company such restrictions are no longer required or necessary in order to protect the
Company against a violation of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Whenever such
restrictions shall cease and terminate as to any Restricted Securities of the Company, the Holder shall be entitled to receive from the Company, without
expense, new securities of like tenor not bearing the applicable legends required by Section 10.1 .
5. Exempt Transfers . The restrictions on the transfer of this Warrant or the Warrant Shares set forth in this Section 10
shall
not apply to any transfer to an affiliate of the Holder or to any transfer to any other Person, provided that such transfer is made in compliance with the
provisions of the Securities Act and state securities laws.
11. RESERVATION OF STOCK, ETC.
The Company shall at all times reserve and keep available, solely for issuance (in the case
of Common Stock) or transfer and delivery upon exercise of this Warrant, the number of shares of Common Stock or Other Securities from time to
time issuable or transferable upon exercise of this Warrant. The Company shall cause all shares of Common Stock, or Other Securities of the Company
issuable upon exercise of any Warrants to be duly authorized and, when issued or transferred upon such exercise, to be validly issued and, in the case
of shares, fully paid and nonassessable, with no liability on the part of the holders thereof, and, in the case of all securities, shall be 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. The
transfer agent for the Common Stock, and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of
any of the purchase rights represented by this Warrant, are hereby irrevocably authorized and directed at all times until the Expiration Date to reserve
such number of authorized and unissued shares as shall be requisite for such purpose. The Company shall keep copies of this Warrant on file with the
transfer agent for the Common Stock and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise
of the rights of purchase represented by this Warrant. The Company shall supply such transfer agent with duly executed stock certificates for such
purpose. All Warrants surrendered upon the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute
sufficient evidence of the number of shares of common stock, if exercised for Common Stock, which have been issued upon the exercise of such
Warrants. Subsequent to the Expiration Date, no shares of stock need be reserved in respect of any unexercised Warrant.
12. REGISTRATION AND TRANSFER OF WARRANTS, ETC.
1. Warrant Register; Ownership of Warrants
. Each Warrant issued by the Company shall be numbered and shall be
registered in a warrant register (the “ Warrant Register ”)
as it is issued and transferred, which Warrant Register shall be maintained by the Company at
its principal office or, at the Company's election and expense, by a Warrant agent or the transfer agent. The Company shall be entitled to treat the
registered Holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any other Person, and shall not be affected by any notice to the contrary, except
that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of
such Warrant for all purposes. Subject to Section 10 , a Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first