CDW 2012 Annual Report Download - page 203

" Legal Requirement
" shall mean any law, treaty, statute, code, ordinance, decree, administrative order,
constitution, permit, directive, policy, standard, rule, building, zoning, subdivision, health and safety and other land use
laws, regulation, or requirement of any government entity and all judicial, quasi1
judicial, administrative,
quasi1
administrative and arbitral judgments, orders (including injunctions) decisions or awards of any government
entity, including general principles of common law, civil law and equity, in each case having the force of law and
binding on Investor or any of his, her or its property or assets.
" LLC Agreement
" shall mean the Company's Amended and Restated Limited Liability Company
Agreement, dated as of March 10, 2010, as may be amended, supplemented or otherwise modified from time to time in
accordance with its terms, by and among the Company and the Company's unitholders.
" MDCP " means, collectively, Madison Dearborn Capital Partners V1
A, L.P., a Delaware limited
partnership, Madison Dearborn Capital Partners V1
C, L.P., a Delaware limited partnership, and Madison Dearborn
Partners V Executive1A, L.P., a Delaware limited partnership.
" PEP " means, collectively, Providence Equity Partners VI L.P. and Providence Equity Partners VI1
A,
L.P.
" Permitted Transferee " has the meaning assigned to that term in the Unitholders Agreement.
" Person
" means an individual, a partnership, a corporation, a limited liability company, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
" Plan " means the Company's 2007 Incentive Equity Plan.
" Registration Agreement
" shall mean that certain Registration Agreement, dated as of October 12, 2007,
as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, by and among
the Company, VH Holdings and other parties thereto.
" 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.