Common use of By DSW Clause in Contracts

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. In case DSW after the date hereof, but prior to the consummation of a Spin-Off and satisfaction of the Company’s '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.