Post Split-Off Transfer Limits Clause Samples

Post Split-Off Transfer Limits. No holder of Shares shall directly or indirectly Sell, Transfer, or otherwise dispose of any Shares (including Sales or Transfers that are only for tax purposes and including Sales or Transfers between related or affiliated parties) of the Company, Lowerco, Holdings, LLC or SDS for one year following the date of the External Split-Off (other than a Required ▇▇▇▇-▇▇▇▇▇ Disposition or Specified Management Repurchase). In the second year following the External Split-Off, no holder of Shares shall directly or indirectly Sell, Transfer, or otherwise dispose of any Shares (including Sales or Transfers that are only for tax purposes and including Sales or Transfers between related or affiliated parties) of the Company, Lowerco, Holdings, LLC or SDS (other than a Required ▇▇▇▇-▇▇▇▇▇ Disposition or Specified Management Repurchase) without the receipt of a tax opinion from a nationally recognized tax advisor (mutually acceptable to the Company, AS Spinco and the Principal Investors) that the Sale, Transfer, or other disposition should not disqualify the AS Separation Transaction from tax-free treatment. Any such opinion shall assume that the Contribution, the Debt Repayment, the Debt Exchange, the Internal Spin-Offs and the External Split-Off would qualify for the Intended Tax Treatment if the Sale, Transfer, or other disposition did not occur.