This excerpt taken from the CITP 8-K filed Dec 27, 2005.
FORM OF LOCKUP LETTER
December 21, 2005
Robert W. Baird & Co. Incorporated
As Representative of the Several Underwriters
c/o Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company (the Common Stock) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the Offering) for which you will act as the representative (the Representative) of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, directly or indirectly, for a period commencing on the date hereof and continuing to a date 90 days after the date of the final prospectus for the Offering (the Lock-up Period), offer, sell, transfer, or pledge, contract to sell, transfer or pledge, or cause or in any way permit to be sold, transferred, pledged, or otherwise disposed of (collectively, a Disposition) any (i) shares of Common Stock; (ii) rights, options, or warrants to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by any such shareholder in accordance with the applicable regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon the exercise of a stock option, warrant or other convertible security), it being agreed, however, that neither the exercise of a stock option nor the withholding or surrender of Securities (as defined below) to cover applicable taxes on an option exercise shall be considered a Disposition; or (iii) securities that are convertible or exchangeable into shares of Common Stock now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition (collectively, the Securities) [to be inserted in Wachovia letter only: ; provided, however, that the preceding restriction on Dispositions of Securities shall not (x) prohibit the undersigned from performing its obligations under that certain Option Agreement dated July 19, 2004, by and among the undersigned, J.P. Morgan Direct Corporate Finance Institutional Investors LLC, J.P. Morgan Direct Corporate Finance Private Investors LLC, GTCR Fund VI, L.P. and Old Trafford Investment Pte. Ltd. (the Option Agreement) or (y) apply to any actions that may be taken by the undersigned to cause the Company to maintain the effectiveness of the Registration Statement on Form S-3, No. 333-120163, including with respect to the filing of any amendment to such Registration Statement].
The foregoing sentence shall not apply to the Disposition of any or all of the Securities (a) by gift, will or operation of law, such as rules of descent and distribution, statutes governing the effects of a merger or a qualified domestic order, provided that in any such case it shall be a condition to the Disposition that the transferee execute an agreement stating that the transferee is receiving and holding the Securities subject to the provisions of this Lock-up Letter and there shall be no further Disposition of such Securities except in accordance with this Lock-up Letter or (b) to the Company through the exercise of a stock option granted pursuant to the Companys stock option or incentive plans, in satisfaction of any tax withholding obligation of the undersigned or in payment of the exercise price for any stock option exercised by the undersigned, (c) to another entity that holds Common Stock or securities convertible into or exchangeable or exercisable for Common Stock on the date hereof, provided that at the time of such Disposition such entity is party to a lock-up agreement in favor of the Underwriters and the transfer is by a private transaction exempt from the registration requirements under the Securities Act or (d) to an affiliate (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the Securities Act)) of the undersigned, provided that such affiliate agrees to be bound in writing by the restrictions set forth herein.
Notwithstanding the above, (i) if the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the Lock-up Period, or (ii) if prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Lock-up Letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives, in writing, such extension [To be inserted in Wachovia letter only: (provided that nothing contained in this clause (c) shall restrict any transfers permitted under the Option Agreement)]. The undersigned hereby acknowledges that the Company has agreed in the underwriting agreement relating to the Offering (the Underwriting Agreement) to provide written notice of any event that would result in an extension of the Lock-up Period to the undersigned (in accordance with Section 6(k) of the Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have given to, and received by, the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-up Letter during the period from the date of this Lock-up Letter to and including the 34th day following the expiration of the initial Lock-up Period, he will give notice thereof to the Company and will not consummate such transaction or take any such action unless he has received written confirmation from the Company that the Lock-up Period (as such may have been extended pursuant to this paragraph) has expired.
The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of the Securities during the Lock-up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions.
The undersigned represents and warrants that the undersigned has full power and authority to enter into this Lock-up Letter and acknowledges that this letter is enforceable against the undersigned by the Representative. This Lock-up Letter is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.
If the Underwriting Agreement relating to the Securities is not executed prior to January 31, 2006 or, it is executed but terminated in accordance with its terms prior to payment for and delivery of the Securities, the undersigned will be released from the undersigneds obligations under this agreement.