CDW 2012 Annual Report Download - page 164

of the Company's assets determined on a consolidated basis (and, for such purpose, a sale of at least 51% of the equity
securities, determined by vote or value, of either VH Holdings or CDW shall be deemed a sale of substantially all of the
Company's assets); provided, that an IPO shall not constitute a Sale of the Company.
" Section 351 Transaction " has the meaning assigned to that term in the LLC Agreement.
" Securities Act
" means the Securities Act of 1933, as amended from time to time and any successor
statute, and any rules or regulations promulgated thereunder.
" Subsidiary " has the meaning given such term in the LLC Agreement.
" Transfer " has the meaning given such term in the LLC Agreement.
" Unit
" means an interest in the Company's capital, income, gains, losses, deductions and expenses and
the right to vote (if any) on certain Company matters if and as provided in the LLC Agreement or the Act. Initially, the
Units shall be comprised of Class A Common Units and Class B Common Units.
" Unitholders Agreement
" means that certain Unitholders Agreement, dated as of the date hereof, as
amended from time to time, between the Company and certain of its unitholders.
" VH Holdings " means VH Holdings, Inc., a Delaware corporation and a direct, wholly1
owned
Subsidiary of the Company.
(b)
Whenever this Agreement requires a calculation of Common Units held by the Institutional
Investors such calculation shall aggregate the number of Common Units held by Madison Dearborn Capital Partners
V1A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V1
C, L.P., a Delaware limited
partnership, Madison Dearborn Capital Partners V Executive1
A, L.P., a Delaware limited partnership, Providence
Equity Partners VI L.P., a Delaware limited partnership, Providence Equity Partners VI1
A L.P., a Delaware limited
partnership, MDCP Co1Investors (CDW), L.P., a Delaware limited partnership, and PEP Co1
Investors (CDW), L.P., a
Delaware limited partnership and their Permitted Transferees (as such term defined in the Unitholders Agreement).
10.
Notices
. Any notice provided for in this Agreement must be in writing and must be personally
delivered, sent by telecopy with original to follow by overnight courier service, by first class mail (postage prepaid and
return receipt requested) or reputable overnight courier service (charges prepaid) to the recipient at the addresses
indicated below:
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