CDW 2012 Annual Report Download - page 204
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" Section 351 Transaction " has the meaning assigned to that term in the LLC Agreement.
" Securities Act
" means the Securities Act of 1933, as amended from time to time and any successor
statute thereto, and the rules and regulations promulgated thereunder.
" Separation " means Investor ceasing to provide board services to the Company and its Subsidiaries.
" Separation Date
" means the date on which Investor ceases to provide board services to the Company
and its Subsidiaries due to a Separation.
" Subsidiary " has the meaning given such term in the LLC Agreement.
" Transfer " and " Transferee " have the meanings given such terms in the LLC Agreement.
" Unitholders Agreement
" means that certain Unitholders Agreement, dated as of October 12, 2007, as
may be amended, supplemented or otherwise modified from time to time in accordance with its terms, between the
Company and certain of its unitholders.
" VH Holdings " means VH Holdings, Inc., a Delaware corporation and a direct, wholly1
owned
Subsidiary of the Company.
(b)
Whenever this Agreement requires a calculation of Common Units held by the Institutional
Investors such calculation shall aggregate the number of Common Units held by Madison Dearborn Capital Partners
V1A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V1
C, L.P., a Delaware limited
partnership, Madison Dearborn Capital Partners V Executive1
A, L.P., a Delaware limited partnership, Providence
Equity Partners VI, L.P., a Delaware limited partnership, Providence Equity Partners VI1
A, L.P., a Delaware limited
partnership, MDCP Co-Investors (CDW), L.P., a Delaware limited partnership, and PEP Co-
Investors (CDW), L.P., a
Delaware limited partnership, and their Affiliates.
11.
Miscellaneous .
(a)
Transfers in Violation of Agreement
. Any Transfer or attempted Transfer of any Common Units in
violation of any provision of this Agreement, the LLC Agreement or the Unitholders Agreement shall be void, and the
Company shall not record such Transfer on its books or treat any purported Transferee of such Common Units as the
owner of such Common Units for any purpose.
(b)
Irrevocability: Binding Effect on Successors and Assigns
. Investor hereby acknowledges and
agrees that, except as provided under applicable federal, state or foreign securities laws, the purchase hereunder is
irrevocable, that Investor is not entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the
Unitholders Agreement or any agreements of Investor hereunder, and that this Agreement, the LLC Agreement, the
Unitholders Agreement and such other agreements shall survive the death or disability of Investor and shall be binding
upon