Common use of Other Prohibitions on Exchange Clause in Contracts

Other Prohibitions on Exchange. For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Class A Unitholder shall not be entitled to Exchange Combined Units to the extent that the Public Offering Entity or the Company reasonably determines in good faith that such Exchange (i) would be prohibited by law or regulation or (ii) would not be permitted under (x) this Agreement, (y) any other agreement with the Public Offering Entity, its subsidiaries, the Company or the Subsidiaries to which such Class A Unitholder is then subject, or (z) any written policies of the Public Offering Entity, its subsidiaries, the Company or the Subsidiaries related to unlawful or inappropriate trading applicable to its directors, officers or other personnel to which such Class A Unitholder is then subject. For the avoidance of doubt, no Exchange shall be deemed to be prohibited by any law or regulation pertaining to the registration of securities if such securities have been so registered or if any exemption from such registration requirements is reasonably available, and the parties hereto believe that there is currently no law or regulation, and acknowledge that there is no agreement of the type referred to in clause (ii) of the preceding sentence, that would, in either case, restrict the ability of a Class A Unitholder to Exchange Combined Units.

Other Prohibitions on Exchange. For the avoidance of doubt, and notwithstanding anything to the contrary herein, a Class A Unitholder shall not be entitled to Exchange Combined Units to the extent that the Public Offering Entity or the Company reasonably determines in good faith that such Exchange (i) would be prohibited by law or regulation or (ii) would not be permitted under (xw) this Agreement, (x) any lock-up agreement executed in connection with the IPO or any other contractual lock-up agreement relating to the shares of the Public Offering Entity (or any corresponding Units) that may be applicable to such Class A Unitholder, (y) any other agreement with the Public Offering Entity, its subsidiaries, the Company or the Subsidiaries to which such Class A Unitholder is then subject, or (z) any written policies of the Public Offering Entity, its subsidiaries, the Company or the Subsidiaries related to unlawful or inappropriate trading applicable to its directors, officers or other personnel to which such Class A Unitholder is then subject. For the avoidance of doubt, no Exchange shall be deemed to be prohibited by any law or regulation pertaining to the registration of securities if such securities have been so registered or if any exemption from such registration requirements is reasonably available, and the parties hereto believe that there is currently no law or regulation, and acknowledge that there is no agreement of the type referred to in clause (ii) of the preceding sentence, that would, in either case, restrict the ability of a Class A Unitholder to Exchange Combined Units.