CDW 2012 Annual Report Download - page 154

Executive Units to be acquired and the time and place for the closing of the transaction.
(c)
Repurchase Procedure for the Institutional Investors
. If for any reason the Company does not elect
to purchase all of the Available Executive Units, then the Institutional Investors shall be entitled to repurchase all or any
portion of the Available Executive Units that were not repurchased by the Company pursuant to Section 3(b)
above (the
" Remaining Executive Units
"). As soon as practicable after the Company has determined that it will not purchase all of
the Available Executive Units, but in any event within 60 days after the beginning of the Repurchase Notice Period
corresponding to such Available Executive Units, the Company shall give written notice (the "
Remaining Executive
Units Notice
") to each Institutional Investor setting forth the number of Remaining Executive Units and the purchase
price for the Remaining Executive Units. The Institutional Investors may elect to purchase all or any portion of the
Remaining Executive Units by giving written notice to the Company within 30 days after the Remaining Executive
Units Notice has been delivered to the Institutional Investors by the Company (but no later than the end of the
Repurchase Notice Period if no Remaining Executive Units Notice is delivered). If the Institutional Investors elect to
purchase an aggregate amount of Remaining Executive Units in excess of the amount of Remaining Executive Units
specified in the Remaining Executive Units Notice, then the Remaining Executive Units shall be allocated among the
Institutional Investors on a pro rata basis according to the amount of Common Units owned by each Institutional
Investor on the date of the Remaining Executive Units Notice. Any Institutional Investor may condition its election to
purchase such Remaining Executive Units on the election of one or more other Institutional Investors to purchase
Remaining Executive Units. As soon as practicable, and in any event within the 30 day period beginning on the date the
Remaining Executive Units Notice is delivered to the Institutional Investors pursuant to this Section 3(c)
(but no later
than the end of the Repurchase Notice Period if no Remaining Executive Units Notice is delivered), the Company shall
deliver a further repurchase notice (the " Investor Repurchase Notice
") to the holders of such Remaining Executive
Units setting forth the number of Remaining Executive Units to be acquired pursuant to such Institutional Investor
election, the aggregate consideration to be paid by the respective Institutional Investors for such Remaining Executive
Units and the time and place for the closing of the transaction. At the time the Company delivers such Investor
Repurchase Notice to the holders of such Remaining Executive Units, the Company shall also deliver written notice to
each Institutional Investor setting forth the amount of Executive Units such Institutional Investor is entitled to purchase,
the aggregate consideration to be paid therefor, and the time and place of the closing of the transaction.
(d)
Restrictions on Repurchases
. Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Executive Units by the Company shall be subject to applicable restrictions contained in
the Act, and in the Company's and its Subsidiaries' debt and equity financing agreements.
(e)
Deemed Repurchase
. Upon delivery of the full consideration for the Executive Units at the closing
of a repurchase pursuant to this Section 3 (including delivery of any subordinated promissory note pursuant to Section 3
(g)
), then from and after such time, the holder of such Executive Units from whom such securities are to be purchased
shall cease to have any rights as a holder of such securities, and such securities shall be deemed purchased in accordance
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