Common use of Treatment of Options and Convertible Securities Clause in Contracts

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) for a consideration per share (determined pursuant to Section 3.6) that is less than, in the case of Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, DSW at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock or the definition of Additional Shares of DSW Stock) (whether or not the rights thereunder are immediately exercisable) for a and the consideration per share (determined pursuant to Section 3.6) that is less than, in of the case shares issuable upon the exercise of Additional Shares of Common Stock, the Common Stock Purchase Price such Options or, in the case of Additional Shares of DSW StockConvertible Securities and the Options therefor, the DSW Stock conversion or exchange of such Convertible Securities would be less than the Current Market Price thereof but greater than the applicable Purchase Price, Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance , then, and in each such case, the maximum number of Additional Shares of Common Stock or Additional Shares of DSW Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to occur (i) be Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, issued for the purposes of Section 3.5 as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares , provided, that in any such case in which Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.Stock are deemed to be issued:

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if If the Company or DSW, as applicable, at any time or from time to time after the date hereof Date of Issuance shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) ), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided, that, such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.63D) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Anti-Dilution Trigger Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued:

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date, provided, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.6section 2E) that is of such shares would be less thanthan the greater of the Exercise Price or the Market Price in effect, in the case of Additional Shares of Common Stockeach case, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options thereof, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption of such Options or Convertible Securities or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62F) that is of such shares would be less than, in than 95% of the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.63.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Average Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, as in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may bebe and (ii) such Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 3.10, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.and provided, further, that

Treatment of Options and Convertible Securities. Shares Except as ----------------------------------------------- provided in Section 2.10 of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if this Warrant, in case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder thereof are immediately exercisable) then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the record date relates to the Common Stock and the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional -------- Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Current Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the record date relates to the Common Stock or DSW Stock, as applicable, and the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common -------- ------- Stock shall not be deemed to have been issued

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options thereof, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption of such Options or Convertible Securities or, in case such a record date shall have been fixed, as of the close of business on such record date; PROVIDED, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62F) that is of such shares would be less than, in than 95% of the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and PROVIDED, FURTHER, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) other than such options or convertible securities under which shares issued upon exercise or conversion would not constitute Additional Shares of Common Stock, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.63.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Average Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, as in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may bebe and (ii) such Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 3.10, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.and provided, further, that

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) , but exclusive of options or convertible securities excluded from the definition of Additional Shares of Common Stock), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.63.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Current Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and (ii) such Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 3.10, and provided, further, that in any such Options or the conversion or exchange case in which Additional Shares of such Convertible Securities.Common Stock are deemed to be issued

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (whether or not as set forth in the rights thereunder are immediately exercisable) instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, or, in the case of Appreciation Rights, the number computed in Section 2.9, shall be deemed to be the number of Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading); provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62.6) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, Dilutive Basis in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be , as the case may be; and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No be issued no further adjustment of the Purchase Warrant Price shall be made upon the subsequent issuance issue or sale of shares Convertible Securities or 187 Additional Shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption of such Options or Convertible Securities or, in case such a record date shall have been fixed, as of the close of business on such record date., PROVIDED, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62E) that is of such shares would be less than, in than 95% of the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and PROVIDED, FURTHER, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) , but exclusive of options or convertible securities excluded from the definition of Additional Shares of Common Stock), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.63.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Current Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and (ii) such Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 3.10, and provided, further, that in any such Options or the conversion or exchange case in which Additional Shares of such Convertible SecuritiesCommon Stock are deemed to be issued.

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities Securities, then, and in each such case, solely for the purpose of the calculations to be made pursuant to this Article II, the maximum number of Additional Shares of Common Stock (whether or not as set forth in the rights thereunder are immediately exercisable) instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, or, in the case of Appreciation Rights, the number computed in Section 2.9, shall be deemed to be the number of Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading); provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62.6) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, Dilutive Basis in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be , as the case may be; and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No be issued no further adjustment of the Purchase Warrant Price shall be made upon the subsequent issuance issue or sale of shares Convertible Securities or Additional Shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date, provided, that such Additional Shares of Common Stock shall not be deemed to have been issued (i) if such Options constitute Employee Options or (ii) unless the consideration per share (determined pursuant to Section 3.6section 2E) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, ----------------------------------------------- at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) ), then, and in each such case, the maximum number of Additional Shares of Common Stock (calculated as if converted on the date of issuance, sale, grant or assumption, as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.64.9) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, as in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may bebe and (ii) such Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 4.13, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.and provided, further, that:

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date, provided, that such Additional Shares of Common Stock shall not be deemed to have been issued (i) if such Options constitute Employee Options or (ii) unless the consideration per share (determined pursuant to Section 3.62E) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicableCompany, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (Securities, whether or not such Options or the rights thereunder right to convert or exchange any such Convertible Securities are immediately exercisable) , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange of such Convertible Securities (or the exercise of such Options for Convertible Securities and subsequent conversion or exchange of the Convertible Securities issued), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date, PROVIDED, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.6section 2E) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and PROVIDED, FURTHER, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the ----------------------------------------------- Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options (except for Options issued or issuable to employees of the Company entitling such employees to acquire up to a maximum of 5% of the Common Stock on a fully diluted basis determined at the time of the issuance or grant of these employee options or the options to acquire 11,593 shares of Common Stock issued to former employees of Xxxxxxx Systems, Inc. in connection with the acquisition by the Company of the assets of Xxxxxxx Systems, Inc. and Consumer Relations Technology, Inc.) or Convertible Securities Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (whether or not as set forth in the rights thereunder are immediately exercisable) instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such -------- Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.6section 2.5) that is of such shares would be less than, in than the case greater of Additional Shares of Common Stock, the Common Stock Purchase Current Market Price or, in and the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, -------- further, that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common Stock are ------- deemed to be issued

Treatment of Options and Convertible Securities. Shares Except as provided in Section 2.10 of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if this Warrant, in case the Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder thereof are immediately exercisable) then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the record date relates to the Common Stock and the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional -------- Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.62.5) that is of such shares would be less than, in than the case of Additional Shares of Common Stock, the Common Stock Purchase Current Market Price or, in the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the record date relates to the Common Stock or DSW Stock, as applicable, and the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon the exercise and provided, further that in any such case in which Additional Shares of such Options or the conversion or exchange of such Convertible Securities.Common -------- ------- Stock shall not be deemed to have been issued

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the ----------------------------------------------- Company or DSW, as applicable, at any time or from time to time after the date hereof shall issue, sell, grant grant, or assume, or shall fix a record date for the determination of holders of any class the shares of securities of the Company or DSW, as the case may be, its Common Stock generally entitled to receive, any Options or Convertible Securities (whether or not the rights thereunder are immediately exercisable) ), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided -------- that such Additional Shares of Common Stock shall not be deemed to have been issued unless (i) the consideration per share (determined pursuant to Section 3.63.5) that is of such shares would be less than, in than the case greater of Additional Shares of Common Stock, the Common Stock Purchase Price or, in and the case of Additional Shares of DSW Stock, the DSW Stock Purchase Price, Current Market Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance shall be deemed to occur (i) as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares of Common Stock or DSW Stock, as the case may be, upon and (ii) such Additional Shares of Common Stock were issued, granted or sold by the exercise Company to, or assumed by the Company with respect to, the holders of the Company's shares of Common Stock generally, and (iii) such Options or the conversion or exchange Additional Shares of Common Stock are not purchasable pursuant to Rights referred to in Section 3.10, and provided, further, that in any such Convertible Securities.case in which Additional Shares of -------- ------- Common Stock are deemed to be issued

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, receive any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock) (whether or not the rights thereunder are immediately exercisable) for a and the consideration per share (determined pursuant to Section 3.6) that is less than, in of the case shares issuable upon the exercise of Additional Shares of Common Stock, the Common Stock Purchase Price such Options or, in the case of Additional Shares of DSW StockConvertible Securities and the Options therefor, the DSW Stock conversion or exchange of such Convertible Securities would be less than the Current Market Price thereof but greater than the Purchase Price, Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance , then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to occur (i) be Additional Shares of Common Stock issued for the purposes of Section 3.5 as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares , provided, that in any such case in which Additional Shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.are deemed to be issued:

Treatment of Options and Convertible Securities. Shares of Additional Shares of Common Stock or Additional Shares of DSW Stock shall be deemed issued if In case the Company or DSW, as applicable, at any time or from time to time after the date hereof hereof, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company or DSW, as the case may be, entitled to receive, any Options or Convertible Securities (other than those excluded from the definition of Additional Shares of Common Stock) (whether or not the rights thereunder are immediately exercisable) for a and the consideration per share (determined pursuant to Section 3.6) that is less than, in of the case shares issuable upon the exercise of Additional Shares of Common Stock, the Common Stock Purchase Price such Options or, in the case of Additional Shares of DSW StockConvertible Securities and the Options therefor, the DSW conversion or exchange of such Convertible Securities would be less than the Current Market Price thereof but greater than the applicable Common Stock Purchase Price, Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). Such issuance , then the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to occur (i) be Additional Shares of Common Stock issued for the purposes of this Section 3.5 as of the time of such issue, sale, grant or assumption of the Convertible Securities or Options or (ii) or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock or DSW Stock, as applicable, trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading). No further adjustment of the Purchase Price shall be made upon the subsequent issuance of shares , provided, that in any such case in which Additional Shares of Common Stock or DSW Stock, as the case may be, upon the exercise of such Options or the conversion or exchange of such Convertible Securities.are deemed to be issued: