CDW 2012 Annual Report Download - page 201

(iv) any combination of the foregoing. If an Institutional Investor elects to purchase all or any portion of the Remaining
Common Units hereunder, such Institutional Investor shall pay for such Class A Common Units by certified check or
wire transfer of funds.
(j)
Within 90 days of Investor's death or Disability, Investor or his/her legal representative(s) may
make a one1
time election by written notice to cause the Company to repurchase Class A Common Units in an aggregate
amount equal to the lesser of (A) a number of Class A Common Units having an aggregate Fair Market Value equal to
$500,000 on the date of repurchase and (B) twenty1
five percent (25%) of the Class A Common Units held by Investor at
the time of Investor's death or Disability. All repurchases pursuant to this Section 9(j)
shall be made in accordance with
the payment terms set forth in Section 9(i)
above with respect to repurchases by the Company. For purposes of this
Section 9(j)
, Fair Market Value shall be determined solely by the Board in good faith, shall be final and binding upon
Investor, and shall not be subject to any right of appraisal otherwise provided for in the definition of Fair Market Value
for other purposes under this Agreement; provided, however, that upon receipt of the Board's good faith determination of
Fair Market Value, Investor and his/her legal representative(s) shall have the right, within 10 days of receipt of the Fair
Market Value Determination, to revoke its election to cause the Company to repurchase additional Class A Common
Units under this Section 9(j) , which revocation shall be final, binding and irrevocable.
(k)
The provisions of this Section 9
will terminate with respect to all Class A Common Units upon
the earliest to occur of (A) the consummation of a Sale of the Company or other transaction that reduces the Institutional
Investors' Class A Common Units of the Company to less than 10% of their Class A Common Units of the Company
acquired on October 12, 2007 or (B) an IPO.
10.
Definitions .
(a)
For the purposes of this Agreement, the following terms have the meanings set forth below:
" Act " means the Delaware Limited Liability Company Act, 6 Del. L. § 181
101, et seq., as it may be
amended from time to time, and including any successor statute.
" Affiliate " has the meaning set forth in the LLC Agreement.
" Agreement " has the meaning set forth in the preamble.
" Board " means the Board of Managers of the Company.
" CDW " shall mean CDW LLC, an Illinois limited liability company and indirect wholly1
owned
subsidiary of the Company.
" Class A Common Units
" shall mean the Units issued to Investor hereunder and units of the Company's
equity or other capital interests issued with respect to such Units by way of a split, combination, distribution or other
recapitalization.