By DSW Sample Clauses
By DSW. In case DSW after the date hereof, but prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), (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 DSW and DSW shall be the continuing or surviving Person but, in connection with such consolidation or merger, the DSW Stock or Other Securities of DSW 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 DSW Stock or Other Securities of DSW (other than a capital reorganization or reclassification for which adjustment in the Purchase Price and the number of shares of DSW Stock obtainable upon exercise of this Warrant is provided in Section 3.4), then, the Holder of this Warrant, upon the exercise hereof for DSW Stock at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate DSW Stock Purchase Price in effect at the time of such consummation for all DSW Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the DSW 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 DSW 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.
By DSW. (i) Except as otherwise provided in this Agreement with respect to Continuing DSW Customers prior to December 31, 2014, during the Term, DSW shall not, directly or indirectly, provide, or contract with or arrange for a third party to provide, the 3 or 5 gallon bottled water retail exchange service on behalf of itself or anyone other than Primo in the Territory.
(ii) During the Term, and for a period of one (1) year after the Term, DSW shall not, directly or indirectly, solicit any Customer for the provision of 3 or 5 gallon bottled water retail exchange service in the Territory; provided, however, that this restriction shall not apply (y) after the Term, to DSW Customers and Continuing DSW Customers, or (z) upon the termination of this Agreement by DSW pursuant to Section 15. Upon termination or expiration of this Agreement for any reason, Primo shall assign to DSW any and all rights it may have under any vendor agreements or other arrangements with any DSW Customer.
(iii) Except as set forth above, nothing herein shall be deemed to prohibit DSW from conducting the DSW Business in any manner, including, but not limited to, (x) distributing bottled water products within the Territory, (y) providing bottled water sale and delivery services to home and/or office customers in the Territory, and (z) selling or providing other water-based and related products and services not expressly covered by this Agreement, including, but not limited to, water refill vending machine services and ice products and services, in each case subject to DSW’s obligations to provide the Services under this Agreement.
(iv) In no event, however, shall DSW: (A) provide Primo Water to any third party, or make any use of the Primo Display and Return Equipment and Materials, Primo Bottles, or Primo Intellectual Property, except on behalf of Primo and as authorized by Primo pursuant to this Agreement, or (B) deliver any Product to anyone, other than Product to a Customer on behalf of Primo pursuant to this Agreement, in any truck, trailer or other vehicle that visibly bears any Primo Intellectual Property. DSW shall be responsible for ensuring that all Bottlers and Distributors comply with the foregoing provisions of this paragraph.