CDW 2012 Annual Report Download - page 179

6. Sale of the Company .
(a)
Subject to the terms of this Section 6
, if the Institutional Investors (so long as the Institutional
Investors collectively continue to hold at least 51% of the outstanding Class A Common Units) (the "
Approving
Holders
") approve a Sale of the Company (and, in the case of any sale or other company transaction which requires the
approval of the managers of a Delaware manager-
managed limited liability company pursuant to applicable Delaware
law, the Board shall have approved such Sale of the Company) (the " Approved Sale
"), and the Institutional Investors
invoke the provisions of this Section 6
by written notice to the holders of Executive Units, the holders of Executive
Units shall vote for (to the extent permitted to vote thereon), consent to and raise no objections against such Sale of the
Company or the process by which such transaction was arranged. If the Sale of the Company is structured as a (i) merger
or consolidation, each holder of Executive Units or other equity securities or interests shall waive any dissenters' rights,
appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Company Units or other
equity securities or interests, each holder of Executive Units or other equity securities or interests shall sell and surrender
all of such holder's Executive Units or other equity securities or interests and rights to acquire Executive Units or other
equity securities or interests on the terms and conditions approved by the Approving Holders and the Board (to the
extent such approval is required by applicable Delaware law). Each holder of Executive Units or other equity securities
or interests shall take all necessary or desirable actions in connection with the consummation of the Sale of the
Company, including without limitation, executing a sale contract pursuant to which each holder of Company Units will:
(i) severally (but not jointly), on a pro rata basis as determined in accordance with Section 6(d)
below, give the same
indemnities as the Approving Holders for representations and warranties regarding the Company and its assets, liabilities
and business and for covenants of the Company (collectively, the " Company Indemnities
") and (ii) solely on behalf of
such holder, make such representations, warranties, covenants and give such indemnities concerning such holder and the
Company Units or other equity securities or interests (if any) to be sold by such holder (collectively, the "
Unitholder
Obligations
") as may be also applicable to all other parties holders of Company Units and the Company Units to be sold
by such other parties set forth in any agreement approved by the Investors and the Board (to the extent required by
applicable Delaware law); provided that
: (A) the pro rata share of a holder of Company Units for any amounts payable
in connection with any claim under the Company Indemnities by the purchaser(s) in such Sale of the Company
transaction (any such amount payable, an " Indemnity Loss ") shall be determined in accordance with
Section 6(d)
below, and (B) if any holder of Company Units pays for more than such holder's pro rata share (as determined in
accordance with Section 6(d) below) of an Indemnity Loss (such amount, the " Loss Overpayment
"), then each other
holder of Company Units shall simultaneously contribute to such holder an amount equal to such other holder's allocable
share (based upon such holder's pro rata share, as determined in accordance with Section 6(d)
below, of the Indemnity
Loss) of such Loss Overpayment. Notwithstanding anything to the contrary contained herein, no holder of Company
Units shall be required to agree to be liable for Indemnity Losses in an amount in the aggregate greater than the total
consideration received by such holder in connection with such Sale of the Company.
(b)
In the event that a Sale of the Company involves a sale of less than all of the Company Units, each
holder of Company Units shall be required to sell his, her or its Company
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