Common use of Restrictions on Transfer of RW Common Stock Clause in Contracts

Restrictions on Transfer of RW Common Stock. (a) Except for transfers to employees of the Company that are approved in writing by the Board of Directors of RW (or a committee designated by the Board of Directors of RW) prior to such transfer, during the one year period ending on the first anniversary of the IPO Closing Date (the "Restricted Period"), no Stockholder voluntarily will: (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or otherwise dispose of (A) any shares of RW Common Stock received by any Stockholder in the Merger or (B) any interest in (including any option to buy or sell) any of those shares of RW Common Stock, in whole or in part, and RW will have no obligation to, and shall not, treat any such attempted transfer as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of RW Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of RW Common Stock acquired pursuant to Section 2.04 (including, for example engaging in put, call, short-sale, straddle or similar market transactions); provided, however, that this Section 11.02 shall not restrict any transfer of RW Common Stock acquired by a Stockholder pursuant to Section 2.04 to any of that Stockholder's Related Persons who agree in writing to be bound by the provisions of Section 11.01 and this Section 11.02. The certificates evidencing the RW Common Stock delivered to each Stockholder pursuant to Section 2.05 will bear a legend substantially in the form set forth below and containing such other information as RW may deem necessary or appropriate: "EXCEPT PURSUANT TO THE TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, THE HOLDER OF THIS CERTIFICATE AND THE OTHER PARTIES THERETO, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOLUNTARILY SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED VOLUNTARY SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION OF ANY OF THOSE SHARES, DURING THE ONE-YEAR PERIOD ENDING ON __________ [DATE THAT IS THE FIRST ANNIVERSARY OF THE IPO CLOSING DATE] (THE "RESTRICTED PERIOD"). ON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE." (b) From the first anniversary of the IPO Closing Date to the fourth anniversary of the IPO Closing Date, the Stockholders agree to sell shares of RW Common Stock acquired pursuant to this Agreement only in accordance with the procedures set forth in this Section 11.02(b). Every quarter during such period, every Stockholder will be permitted to sell, in the aggregate, up to 8% of the aggregate number of shares of Common Stock received by such Stockholder pursuant to this Agreement (the "Quarterly Block Trade Shares") in either a block trade or a registered public offering, at the option of RW. If a Stockholder does not sell all of his or her Quarterly Block Trade Shares in any given quarter, such Stockholder may sell such Quarterly Block Trade Shares pursuant to this Section 11.02(b) in any later quarter, provided, however, that in no event may a Stockholder sell more than 20% of the shares of Common Stock received by such Stockholder pursuant to this Agreement in any one quarter. Any Stockholder that wishes to sell shares of RW Common Stock pursuant to such selling opportunity must give notice to RW and the Executive Council no later than fourteen days prior to the commencement of the fiscal quarter of RW during which such Stockholder wants to sell such shares. Notwithstanding anything set forth in this Section 11.02(b), RW may elect to make available to the Stockholders (i) additional opportunities to sell shares of RW Common Stock and/or (ii) the opportunity to sell an amount in excess of such amount during any particular quarter. The Company may modify or waive this Section 11.02(b) at its sole discretion at any time following written notice to the Stockholders, provided that no such modification or waiver may reduce the number of selling opportunities or the maximum number of shares of RW Common Stock that may be sold by any Stockholder during any selling opportunity. (c) Each Stockholder, severally and not jointly with any other Person, (i) acknowledges that the shares of RW Common Stock to be delivered to that Stockholder pursuant to Section 2.04 have not been and will not be registered under the Securities Act and therefore may not be resold by that Stockholder without compliance with the Securities Act and (ii) covenants that none of the shares of RW Common Stock issued to that Stockholder pursuant to Section 2.04 will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all the applicable provisions of the Securities Act and the rules and regulations of the SEC and applicable state securities laws and regulations. All certificates evidencing shares of RW Common Stock issued pursuant to Section 2.04 will bear the following legend in addition to the legend prescribed by Section 11.02(a): "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, HAVE BEEN ISSUED PURSUANT TO ONE OR MORE EXEMPTIONS THERETO, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED OR DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." In addition, certificates evidencing shares of RW Common Stock issued pursuant to Section 2.04 to each Stockholder will bear any legend required by the securities or blue sky laws of the state in which that Stockholder resides.