Common use of Computation of Consideration Clause in Contracts

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 or Additional Shares of DSW 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 or DSW, as the case may be, 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 or Additional Shares of DSW Stock are issued or sold together with other stock or securities or other assets of the Company or DSW, as the case may be, 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 or Additional Shares of DSW 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