employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other
Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the
transfer of cash or other property.
Issue Date means
, 2020.
Legal Holiday
means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the principal corporate trust office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order
to remain closed. If a payment date is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.
Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in such asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction with respect to such asset; provided that in no event shall an
operating lease or occupancy agreement be deemed to constitute a Lien.
Moodys means Moodys Investors
Service, Inc. and any successor to its rating agency business.
Net Income means, with respect to any Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends or accretion of any Preferred Stock.
Non-Guarantor Indebtedness means any Indebtedness of a Restricted Subsidiary that
is not a Guarantor.
Non-Guarantor Preferred Stock has the meaning provided
under Certain covenantsIncurrence of non-guarantor indebtedness and non-guarantor preferred stock.
Obligations means any principal, interest, premium, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit), costs, expenses, damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, costs,
expenses, damages and other liabilities, payable under the documentation governing any Indebtedness.
Officer means the
Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, principal accounting officer, controller, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or Assistant Treasurer
or the Secretary or any Assistant Secretary of CDW.
Officers Certificate means a certificate signed on behalf of
CDW, by two Officers of CDW, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of CDW that meets the requirements set forth in the Indenture.
Opinion of Counsel means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may
be an employee of or counsel to CDW.
Parent means CDW Corporation and any successor thereto.
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