Treatment of Options and Convertible Securities. In case the Company 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 entitled to receive, any Options or Convertible Securities, 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 2.5) of such shares would be less than the Current Market Price 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 trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such 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 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. If the Corporation, at any time or from time to time after the date of this Warrant, shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options (defined below) or Convertible Securities (defined below), then, and in each such case, the maximum number of 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 and whether or not the right to convert or exchange or exercise is immediate or conditioned upon the passage of time, the occurrence or non-occurrence of some event or otherwise) 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 shares of Common Stock issued and consequently give rise to adjustment as, and to the extent, provided in paragraph (a) 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, in each such case no further adjustment to the Exercise Price shall be made upon the subsequent issue or sale of shares of Common Stock upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Treatment of Options and Convertible Securities. (i) In the event the Company should ever grant rights to subscribe for or purchase, or any options for the purchase of any shares of its capital stock or securities convertible into or exchangeable for capital stock (such rights and options herein referred to as "Options", and such convertible or exchangeable securities herein referred to as "Convertible Securities"), whether or not such Options or rights to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which capital stock is issuable upon the exercise of such Option or upon the conversion or exchange of such Convertible Securities shall be less than the Exercise Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of capital stock issuable upon the exercise of such Options or upon the conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall (as of the date of granting of such Options) be deemed to be outstanding and to have been issued and sold for such price per share and the Exercise Price shall be reduced to the extent required by Section 2.1.1(a). For purposes of this Section 2.1.1(b)(i), the price per share for which such capital stock is issuable shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such Options, plus, in the case of any such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, other than such Convertible Securities, payable to the Company upon the conversion or exchange of such Convertible Securities, by (y) the total maximum number of shares of capital stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustments of the Exercise Price shall be made upon the actual issue of such capital stock or of such Convertible Securities upon the exercise of such Options or upon the actual issue of such capital stock upon the conversion or exchange of such Convertible Securities.
Treatment of Options and Convertible Securities. In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), 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 the purpose of which is to protect against dilution) at any time 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; provided, however, 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.e hereof) of such shares would be less than the Current Market Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and provided, further, that in any such case in which Additional Shares of Common Stock are deemed to be issued:
Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company 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 entitled to receive, any Options or Convertible Securities, 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 commence ment 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 2.5) of such shares would be less than the lesser of the Current Market Price and the 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 trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in -------- ------- which Additional Shares of Common Stock are deemed to be issued
Treatment of Options and Convertible Securities. In case the Company, at any time or from time to time after the Effective Date shall issue, sell, grant or assume, or fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities shall be deemed to be issued for purposes of Section 8.2.2 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, however, that such Additional Shares of Common Stock shall not be deemed to be issued if the consideration per share of such shares, as determined pursuant to Section 8.5, would be equal to or greater than the greater of the Exercise Price and the Fair Market Value of the shares of Common Stock on the Business Day on which such Additional Shares of Common Stock shall be deemed to be issued; and provided further, however, that in each such case in which Additional Shares of Common Stock would have been deemed to be issued,
Treatment of Options and Convertible Securities. . . . 7 2.4. Treatment of Stock Dividends, Stock Splits, etc. . . . . . . . . 9 2.5. Computation of Consideration . . . . . . . . . . . . . . . . . . 10 2.6. Adjustments for Combinations, etc. . . . . . . . . . . . . . . . 11 2.7. Dilution in Case of Other Securities . . . . . . . . . . . . . . 11 2.8. Minimum Adjustment of Warrant Price. . . . . . . . . . . . . . . 12
Treatment of Options and Convertible Securities. In case the Company 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 entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Common Shares (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time 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 Common Shares 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. Notwithstanding the foregoing, this Section 7.4.4 shall not apply to (i.e., there shall not be a deemed issuance of Additional Common Shares with respect to) the issuance, sale, grant or assumption of, or fixing of a record date for determination of entitlement to receive, an Excluded Issuance. In addition:
Treatment of Options and Convertible Securities. 4 2.4 Treatment of Stock Dividends, Stock Splits, etc............ 6 2.5 Computation of Consideration............................... 6 2.6 Adjustments for Combinations, etc.......................... 8 2.7 Dilution in Case of Other Securities....................... 8 2.8 Minimum Adjustment of Warrant Price........................ 8
