CDW 2012 Annual Report Download - page 176

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. If any such restrictions prohibit
the repurchase of Executive Units hereunder which the Company is otherwise entitled to make, the time periods
provided in this Section 3
shall be suspended, and the Company shall make such repurchases at the applicable purchase
price therefore following the lapse of such restrictions.
(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
with the applicable provisions hereof and the purchaser thereof shall be deemed the owner (of record and beneficially)
and holder(s) of such securities, whether or not the certificate representing such Executive Units has been delivered as
required by this Agreement.
(f)
Revocation of Election
. Any election by the Company or the Institutional Investors (or any of their
designees) to purchase Executive Units pursuant to this Section 3
shall be revocable by such Person (with respect to all
or any portion of the Executive Units elected to be purchased) at any time prior to the closing of such purchase, without
any liability whatsoever to such Person in respect of the rights and obligations in this Section 3 .
(g)
Manner of Payment
. If the Company elects to purchase all or any portion of such Executive Units,
including Executive Units held by one or more of Executive's Transferees, then, within 90 days following the delivery of
the Company Repurchase Notice, the Company shall pay for such Executive Units, at the Company's option, (i) only in
the event the Company's and its Subsidiaries' debt financing agreements restrict the Company from repurchasing such
Executive Units, with a subordinated promissory note of the Company, which subordinated promissory note shall
(x) bear interest at the prime rate (as published from time to time in The Wall Street Journal, electronic edition)
(compounded calendar quarterly and which shall be payable annually in cash unless otherwise prohibited), (y) have all
principal payments due promptly following such time as the Company's debt financing agreements permit the Company
to make such repurchase in cash (but in no event later than the fifth anniversary of the date of issuance of such
promissory note) and prior to the payment of any dividends or other distributions on any of the Company's equity
securities, and (z) be subordinated on terms and conditions satisfactory to the holders of the Company's or its
Subsidiaries' indebtedness for borrowed money (but only to the extent required by the terms of such indebtedness), (ii)
by certified check or wire transfer of funds, (iii) by delivery of a number of shares of common stock of VH Holdings
having a Fair Market Value equal to the aggregate repurchase
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