CDW 2012 Annual Report Download - page 180

Units in such Sale of the Company, subject to complying with the terms and conditions set forth in this Section 6
. The
number of Company Units which shall be sold by each holder of Company Units participating in such Sale of the
Company shall be equal to the product of (i) the aggregate number of Company Units owned by such holder
multiplied
by
(ii) a fraction, the numerator of which is the aggregate number of Company Units being sold by the Institutional
Investors in such sale and the denominator of which is the aggregate number of Company Units owned by the
Institutional Investors at the time of such sale.
(c)
Executive's obligation to participate in a Sale of the Company is subject to the satisfaction of the
following conditions: (i) upon consummation of the Sale of the Company, Executive shall receive the proceeds from
such sale in accordance with the terms of Section 6(d)
below, and if the holders of any class of Company Units are given
an option as to the form of consideration to be received, all holders of such class of Company Units shall be given the
same option subject to Section 6(d)
below; provided that the condition that each holder is provided with the same option
to receive the same form of consideration as set forth above shall be deemed satisfied even if certain holders elect to
receive, to the exclusion of others, securities of the acquiring Person or any of its Affiliates or a mix of such securities
and cash, so long as each holder of the same class of Company Units receives the same amount of value with respect to
each per Company Unit of such class, whether in cash or such securities, as the Board shall determine in good faith after
review of all facts and circumstances it deems relevant, as of the closing of such Sale of the Company; and (ii) all
holders of then currently exercisable rights to acquire Company Units (including Company Units that become (or would
become) vested and exercisable in connection with a Sale of the Company) shall be given an opportunity to exercise
such rights (including by means of a "cashless exercise" if provided in the agreement and/or company benefit plan
pursuant to which such rights were granted) prior to the consummation of the Sale of the Company and participate in
such sale as holders of Company Units.
(d)
In the event a Sale of the Company occurs (whether under this Section 6
or otherwise), each holder
of Company Units shall receive in exchange for the Company Units held by such holder an amount equal to such amount
that such holder would have received in respect of such holder's Company Units if the aggregate consideration (after
satisfaction or assumption of all debts and liabilities) from such Sale of the Company had been distributed by the
Company in a complete liquidation of the Company in accordance with (including, without limitation, in the order of
priority as set forth in) the terms of the LLC Agreement (and, if less than all of the Company Units of the Company are
included in such transaction, then the allocation of such aggregate net consideration shall be determined as if the
Company Units included in such transaction were all of the Company Units of the Company then outstanding and the
Company distributed the aggregate consideration in a complete liquidation on that basis, and, for purposes of this
Section 6(d)
, the terms of the LLC Agreement shall be interpreted consistently with this assumption) (such amount is
referred to herein as the " Sale Proceeds Amount
"). The allocable share of each holder of Executive Units of any
Indemnity Loss shall be an amount equal to the amount by which such holder's Sale Proceeds Amount would have been
reduced had the aggregate consideration from such Sale of the Company been distributed by the Company in accordance
with the sentence immediately foregoing after deducting from such aggregate consideration the aggregate amount of
such Indemnity Loss. Subject to the conditions set forth in this Section 6
with respect to the Unitholder Obligations, each
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