CDW 2012 Annual Report Download - page 187

Rule 144(k) prior to an IPO) under the Securities Act (or any similar rule then in effect) effected through a broker, dealer
or market maker.
" Rule 701
" means Rule 701 promulgated by the Securities Exchange Commission under the Securities
Act.
" Sale of the Company " shall mean any transaction or series of transactions pursuant to which any Person
(s) or a group of related Persons (other than the Institutional Investors and their Affiliates) in the aggregate acquire(s) (i)
at least 51% of the equity securities of the Company entitled to vote (other than voting rights accruing only in the event
of a default, breach, event of noncompliance or other contingency) to elect members of the Board (whether by merger,
consolidation, reorganization, combination, sale or transfer of the Company's equity securities, unitholder or voting
agreement, proxy power of attorney or otherwise) or (ii) all or substantially all 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 assigned to that term in the LLC Agreement.
" Transfer " has the meaning assigned to that 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.
" 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 Co-Investors (CDW), L.P., a Delaware limited partnership, and PEP Co-
Investors (CDW), L.P., a
Delaware limited partnership and their Affiliates.
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