CDW 2012 Annual Report Download - page 198
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no right to be advised of, any material information regarding the Company and its Subsidiaries.
5.
Compensatory Arrangements
. This Agreement has been executed and delivered, and the Units have
been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the
Company or its Subsidiaries and Investor, and pursuant and subject to the provisions of the Plan.
6.
Restrictions on Transfers
. The Class A Common Units are subject to the restrictions on transfer set
forth in the Unitholders Agreement.
7.
Community Property
. If, as of the date hereof, Investor is lawfully married and Investor's address or
the permanent residence of Investor's spouse is located in a community property jurisdiction, Investor's spouse shall
execute and deliver to the Company on the Closing Date the Consent in the form of Exhibit A attached hereto.
8.
Additional Transfer Restrictions .
(a)
Restrictive Legend
. Any certificates representing the Class A Common Units shall bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE PROVISIONS, AND
CERTAIN OTHER AGREEMENTS SET FORTH IN A CLASS A COMMON UNIT PURCHASE
AGREEMENT BETWEEN THE COMPANY AND INVESTOR DATED AS OF [____________]
, A
COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b)
Opinion of Counsel
. No holder of Class A Common Units may Transfer any Class A Common
Units (except pursuant to an effective registration statement under the Securities Act)
without first delivering to the
Company an opinion of counsel reasonably acceptable in form and substance to the Company that registration under the
Securities Act or any applicable state securities law is not required in connection with such transfer.
(c)
Holdback
. The Class A Common Units are subject to the holdback provisions set forth in Section 6
of the Unitholders Agreement.
9.
Repurchase Option .
(a)
The Class A Common Units (whether held by Investor or one or more of Investor's Transferees,
other than the Company and the Institutional Investors) will be subject to repurchase, in each case by the Company and
the Institutional Investors pursuant to the terms and conditions set forth in this Section 9 (the " Repurchase Option ").