Common use of Sale of Ownership Interests Clause in Contracts

Sale of Ownership Interests. From and after the date hereof until the Closing, the Investors acknowledge and agree that the Investors will not sell, dispose of, assign, pledge, collateralize, encumber or otherwise transfer any of their (i) prior to the final designation of the Rollover Interests in accordance with Section 1.1, Interests (or any rights therein), other than any trading plan that is in effect as of the date hereof pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, (ii) following the final designation of the Rollover Interests in accordance with Section 1.1, Rollover Interests (or any interest therein), in each case, without obtaining the prior written consent of the Parent Entities and (iii) equity interests in any HoldCo if it would have the effect of a transfer of Interests not permitted by clause (i) or (ii); provided that any Investor may prior to the Closing transfer its Rollover Interests to a Permitted Transferee (as defined in the OpCo Operating Agreement), including to or from any of the HoldCos or the AE Trust or to any Permitted Transferee of the Investors, as long as such Permitted Transferee, to the extent not already a party hereto, delivers a joinder hereto simultaneously with such transfer and no such transfer shall relieve such Investor of any of its obligations hereunder, except as contemplated in the last sentence of Section 1.1. For the avoidance of doubt, the preceding sentence shall apply to transfers, redemptions or exchanges of Rollover Interests made by the Investor pursuant to the governing documents of OpCo (including the rights of redemption and exchange in the OpCo Operating Agreement).

Sale of Ownership Interests. From and after the date hereof until the Closing, the Investors acknowledge and agree that the Investors will not sell, dispose of, assign, pledge, collateralize, encumber or otherwise transfer any of their (i) prior to the final designation of the Rollover Interests in accordance with Section 1.1, Interests (or any rights therein), other than any trading plan that is in effect as of the date hereof pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, (ii) following the final designation of the Rollover Interests in accordance with Section 1.1, Rollover Interests (or any interest therein), in each case, without obtaining the prior written consent of the Parent Entities and (iii) equity interests in any HoldCo if it would have the effect of a transfer of Interests not permitted by clause (i) or (ii); provided that any Investor may prior to the Closing transfer its Rollover Interests to a Permitted Transferee (as defined in the OpCo Operating Agreement), including to or from any of the HoldCos or the AE PW Trust or to any Permitted Transferee of the Investors, as long as such Permitted Transferee, to the extent not already a party hereto, delivers a joinder hereto simultaneously with such transfer and no such transfer shall relieve such Investor of any of its obligations hereunder, except as contemplated in the last sentence of Section 1.1. For the avoidance of doubt, the preceding sentence shall apply to transfers, redemptions or exchanges of Rollover Interests made by the Investor pursuant to the governing documents of OpCo (including the rights of redemption and exchange in the OpCo Operating Agreement).