CDW 2015 Annual Report Download - page 125

Download and view the complete annual report

Please find page 125 of the 2015 CDW annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 137

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137

ARTICLE V
Distributions
5.1 Distributions . The Member shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall
authorize and distribute to the Member, the determined amount when, as and if declared by the Member. The distributions of the Company shall be distributed entirely to
the Member.
ARTICLE VI
Events of Dissolution
The Company shall be dissolved upon the first of the following events to occur:
(a)The consent of the Member at any time to dissolve and wind up the affairs of the Company; or
(b)The occurrence of any other event that causes the dissolution of a limited liability company under the Act.
In the event of any dissolution of the Company, the Member shall be in charge of such dissolution, and the Member shall immediately proceed with an orderly winding up of
the Company’s business and affairs and the orderly liquidation of the Company and its assets and make final distributions as provided in the Act; provided, that until all final
distributions are made, the Member shall continue to operate the Company. The duties of care and loyalty described in the Act still apply to the Member during the winding
up and liquidation period. The costs of liquidation shall be borne as a Company expense. The Member shall not receive any additional compensation for services rendered
during the winding up and liquidation of the Company.
Notwithstanding any provisions of the Act or other applicable law, an insolvency event, including a bankruptcy filing, by or against the Company or a Member shall not
cause a dissolution of the Company nor shall such an insolvency event, including a bankruptcy filing, by or against a Member effect a deemed assignment, transfer,
withdrawal or dissociation of such Member’s interest in the Company or otherwise have any effect whatsoever on such Member’s interest.
ARTICLE VII
Transfer of the Member’s Common Units
The Member may sell, assign, transfer, convey, gift, exchange, pledge or otherwise dispose of any or all of its Common Units and, upon receipt by the Company of a written
agreement executed by the person or entity to whom such Common Units are to be transferred agreeing to be bound by the terms of this Agreement as amended from time to
time, such person shall be admitted as a member.
ARTICLE VIII
Exculpation and Indemnification
8.1 Exculpation . No officer of the Company or member of the Board of Directors or Managers (each a “ Manager ”) or officer of any of its direct or
indirect subsidiaries (each a “ Subsidiary ,” and collectively, “ Subsidiaries ”) shall be liable to the Company or such Subsidiary, any other officer of the Company or any
other officer or Manager of any Subsidiary or to any Member for any loss suffered by the Company or any Subsidiary unless such loss is caused by such officer of the
Company's or such Manager or officer of such Subsidiary's gross negligence, willful misconduct, knowing violation of law or material breach of this Agreement, the
Unitholders Agreement dated as of October 12, 2007 between CDW Holdings LLC and certain of its members, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms (the “ Unitholders Agreement ”), or any other agreement between the Company or any Subsidiary and such officer
of the Company or such Manager or officer of such Subsidiary. No officer of the Company and no Manager or officer of any direct or
4