DSW 2011 Annual Report Download - page 93

EXHIBIT 4.3
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT 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. THIS WARRANT AND SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS
SPECIFIED IN THIS WARRANT.
DSW Inc.
Amended and Restated Common Stock Purchase Warrant No. W-__
Date: _________
Warrant to Purchase
_______ shares of either DSW Class A or Class B Common Stock
DSW INC., an Ohio corporation (the “ Company ”), for value received, hereby certifies that _____________, or its registered assigns (the “
Holder ”),
is entitled to purchase from the Company that number of duly authorized, validly issued, fully paid and nonassessable shares of Class A or
Class B Common Stock, no par value per share, of the Company (collectively, the “ Common Stock ”)
equal to the Common Stock Exercise Amount
(as defined below) at a purchase price equal to the applicable Purchase Price (as defined below), at any time or from time to time but prior to ______
P.M., New York City time, on _____________ (the “ Expiration Date ”),
all subject to the terms, conditions and adjustments set forth below in this
Warrant (this “ Warrant ”). This Common Stock Purchase Warrant No. W-___ (
a) is being issued in conjunction with __________________________.
1. DEFINITIONS
. As used herein, unless the context otherwise requires, the following terms shall have the meanings
indicated:
“ Additional Shares of Common Stock ”
shall mean all shares (including treasury shares) of Common Stock issued or sold after the date
hereof, whether or not subsequently reacquired or retired by the Company, other than
(a)
(i) shares of Common Stock issued upon the exercise of the Term Loan Warrants and (ii) such number of additional shares of
Common Stock as may become issuable upon the exercise of the Term Loan Warrants by reason of adjustments required pursuant to the antidilution
provisions applicable to the Term Loan Warrants as in effect on the date hereof or on the date of original issuance; or
(b)
shares of Common Stock, shares of restricted stock, options exercisable for Common Stock, or any other securities or interests
(including shares of Common Stock issued upon conversion, settlement or exercise of any such options, securities or other interests), issued or to be
issued under the DSW Inc. Equity Incentive Plan or any other employee stock option or purchase plan or plans, or pursuant to compensatory or
incentive agreements, for officers, directors, employees or consultants of the Company or any of its Subsidiaries, and such additional number of shares
as may become issuable pursuant to the terms of such plan by reason of adjustments required pursuant to antidilution provisions applicable to such
securities in order to reflect any subdivision or combination of Common Stock, by reclassification or otherwise, or any dividend or distribution on
Common Stock payable in Common Stock or other equity securities or interests; or
(c) shares of Class A Common Stock issued upon exchange or conversion of Class B Common Stock.
“ Aggregate Purchase Price ” shall have the meaning set forth in Section 2.1(a) .
“ Business Day ”
shall mean any day other than a Saturday or a Sunday or any day on which national banks are authorized or required by law
to close. Any reference to “days” (unless Business Days are specified) shall mean calendar days.