Common use of IPO Lock-Up Clause in Contracts

IPO Lock-Up. Each Holder hereby agrees, and will any cause any transferee who acquires shares of Common Stock from Holder during the applicable period to agree, that, if requested by the underwriters in connection with an IPO, such Holder (or transferee) will agree not to sell, pledge, make any short sale of, loan, grant any option for the purchase of any shares of Common Stock owned by it (whether pursuant to a registration statement or otherwise) either through the agency of a broker-dealer or the facilities of the national securities exchange on which the Company's shares of Common Stock are listed for a reasonable period following the IPO, such period not to exceed ninety (90) days. If the Company determines in good faith that it would be advantageous to the Company for any Holder to be subject to a lock-up in accordance with the terms and conditions of the preceding sentence for a period in excess of ninety (90) days, such Holder shall agree to such lock-up, not to exceed an additional ninety (90) days; provided, that (i) such Holder shall be permitted to sell as a selling stockholder in the IPO up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO; (ii) RSI shall acquire, at the closing of the IPO, up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO, either (y) for cash at the IPO price, or (z) for a number of shares of common stock of RSI equal to (A) the value of the shares of Common Stock proposed to be sold by such Holder (such value being deemed equal to the initial public offering price in the IPO), divided by (B) the average closing trading price of a share of common stock of RSI on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are traded for the ten (10) trading days ending on the third trading day prior to the closing date of the IPO; provided that RSI's common stock is then listed on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are then traded, and the shares to be issued to such Holder shall be eligible for immediate sale, subject to a resale registration statement under the 1933 Act being declared effective by the SEC; or (iii) any combination of (i) or (ii) above which results in such Holder disposing of up to fifty percent (50%) (the exact amount to be determined by such Holder) of its shares of Common Stock. With respect to the proviso set forth in clause (ii) above, RSI covenants and agrees that it will file within thirty (30) days after the closing of the IPO and will use its best efforts to have declared effective within ninety (90) days after the closing of the IPO a resale registration statement for the RSI common stock issued pursuant hereto.

IPO Lock-Up. Each Holder hereby agrees, and will any cause any transferee who acquires shares of Common Stock from Holder during the applicable period to agree, that, if requested by the underwriters in connection with an IPO, such Holder (or transferee) will agree not to sell, pledge, make any short sale of, loan, grant any option for the purchase of any shares of Common Stock owned by it (whether pursuant to a registration statement or otherwise) either through the agency of a broker-dealer or the facilities of the national securities exchange on which the Company's shares of Common Stock are listed for a reasonable period following the IPO, such period not to exceed ninety (90) days. If the Company determines in good faith that it would be advantageous to the Company for any Holder to be subject to a lock-up in accordance with the terms and conditions of the preceding sentence for a period in excess of ninety (90) days, such Holder shall agree to such lock-up, not to exceed an additional ninety (90) days; provided, that (i) such Holder shall be permitted to sell as a -------- selling stockholder in the IPO up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO; (ii) RSI shall acquire, at the closing of the IPO, up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO, either (y) for cash at the IPO price, or (z) for a number of shares of common stock of RSI equal to (A) the value of the shares of Common Stock proposed to be sold by such Holder (such value being deemed equal to the initial public offering price in the IPO), divided by (B) the average closing trading price of a share of common stock of RSI on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are traded for the ten (10) trading days ending on the third trading day prior to the closing date of the IPO; provided that RSI's common stock is then listed on the NASDAQ Stock Market -------- or other national securities exchange on which RSI's shares are then traded, and the shares to be issued to such Holder shall be eligible for immediate sale, subject to a resale registration statement under the 1933 Act being declared effective by the SEC; or (iii) any combination of (i) or (ii) above which results in such Holder disposing of up to fifty percent (50%) (the exact amount to be determined by such Holder) of its shares of Common Stock. With respect to the proviso set forth in clause (ii) above, RSI covenants and agrees that it will file within thirty (30) days after the closing of the IPO and will use its best efforts to have declared effective within ninety (90) days after the closing of the IPO a resale registration statement for the RSI common stock issued pursuant hereto.

IPO Lock-Up. Each Holder hereby agrees, and will any cause any transferee who acquires shares of Common Stock from Holder during the applicable period to agree, that, if requested by the underwriters in connection with an IPO, such Holder (or transferee) will agree not to sell, pledge, make any short sale of, loan, grant any option for the purchase of any shares of Common Stock owned by it (whether pursuant to a registration statement or otherwise) either through the agency of a broker-dealer or the facilities of the national securities exchange on which the Company's ’s shares of Common Stock are listed for a reasonable period following the IPO, such period not to exceed ninety (90) days. If the Company determines in good faith that it would be advantageous to the Company for any Holder to be subject to a lock-up in accordance with the terms and conditions of the preceding sentence for a period in excess of ninety (90) days, such Holder shall agree to such lock-up, not to exceed an additional ninety (90) days; provided, that (i) such Holder shall be permitted to sell as a selling stockholder in the IPO up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO; (ii) RSI shall acquire, at the closing of the IPO, up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO, either (y) for cash at the IPO price, or (z) for a number of shares of common stock of RSI equal to (A) the value of the shares of Common Stock proposed to be sold by such Holder (such value being deemed equal to the initial public offering price in the IPO), divided by (B) the average closing trading price of a share of common stock of RSI on the NASDAQ Stock Market or other national securities exchange on which RSI's ’s shares are traded for the ten (10) trading days ending on the third trading day prior to the closing date of the IPO; provided that RSI's ’s common stock is then listed on the NASDAQ Stock Market or other national securities exchange on which RSI's ’s shares are then traded, and the shares to be issued to such Holder shall be eligible for immediate sale, subject to a resale registration statement under the 1933 Act being declared effective by the SEC; or (iii) any combination of (i) or (ii) above which results in such Holder disposing of up to fifty percent (50%) (the exact amount to be determined by such Holder) of its shares of Common Stock. With respect to the proviso set forth in clause (ii) above, RSI covenants and agrees that it will file within thirty (30) days after the closing of the IPO and will use its best efforts to have declared effective within ninety (90) days after the closing of the IPO a resale registration statement for the RSI common stock issued pursuant hereto.