DSW 2011 Annual Report Download - page 99

or exchange, and
(y)
in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon
the exercise of such Options were issued at the time of the issue or sale, grant or assumption of such Options, and the consideration
received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration
actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the
consideration deemed to have been received by the Company (pursuant to Section 3.6
) upon the issue or sale of such Convertible
Securities with respect to which such Options were actually exercised; and
(iv)
no readjustment pursuant to subdivision (ii) or (iii) above shall have the effect of decreasing the Purchase Price
by an amount in excess of the amount of the adjustment thereof originally made in respect of the issue, sale, grant or assumption of such
Options or Convertible Securities.
6. Computation of Consideration . For the purposes of this Section 3 ,
(a)
the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting
treatment of such consideration,
(i)
insofar as it consists of cash, be computed at the gross cash proceeds to the Company without deducting any
expenses paid or incurred by such company, or any commissions or compensations paid or concessions or discounts allowed to underwriters,
dealers or others performing similar services in connection with such issue or sale,
(ii)
insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at
the time of such issue or sale, and
(iii)
in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other
assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in
clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock such allocation to be determined in the same manner that the
Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of “ Fair Value ” herein; and
(b) Additional Shares of Common Stock deemed to have been issued pursuant to Sections 3.2(b) and 3.5(b)
, relating to
Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing
(i)
the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or
assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth
in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to
protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible
Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or
exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subclause (a), by
(ii)
the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without
regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.
7. Dilution in Case of Other Securities
. In case any Other Securities shall be issued or sold or shall become subject to issue
or sale upon the conversion or exchange of any stock (or Other Securities) of the Company (or any issuer of Other Securities or any other Person
referred to in Section 4
) or to subscription, purchase or other acquisition pursuant to any Options issued or granted by the Company (or any such other
issuer or Person) for a consideration such as to dilute, on a basis consistent with the standards established in the other provisions of this Section 3
, the
purchase rights, if any, with respect to such Other Securities, granted by this Warrant, then, and in each such case, the computations, adjustments and
readjustments provided for in this Section 3
with respect to the Purchase Price shall be made as nearly as possible in the manner so provided and
applied to determine the amount of Other Securities from time to time receivable upon the exercise of the Warrants, so as to protect the holders of the
Warrants against the effect of such dilution.
8. De Minimis Adjustments . If the amount of any adjustment of the Purchase Price required pursuant to Section 3.5
would
be less than one tenth (1/10) of one percent (1%) of such Purchase Price in effect at the time such adjustment