(f) Without limiting each Sponsor Persons general efforts obligations set forth in this paragraph 4, solely with respect to Gaming Approvals, it is agreed that the Company shall make all strategic decisions and lead all discussions, negotiations and other proceedings, and coordinate all activities with respect to any requests that may be made by, or any actions or nonactions, approvals consents, waivers, exemptions and approvals that may be sought by or from, any Gaming Authority, including determining the strategy for contesting, litigating or otherwise responding to objections to, or Actions challenging, the consummation of the Transactions; provided, that the Company shall consult in good faith with the Sponsor regarding any such decisions and activities.
(g) From the date of this Agreement until Closing, no Sponsor Person shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, would reasonably be expected to, in any material respect (individually or in the aggregate), (i) impose any delay in obtaining, or increase the risk of not obtaining, without the imposition of any Burdensome Condition, consents of a Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Purchaser Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent or delay the consummation of the Transactions.
5. Transfer Restrictions.
(a) Interim Period. During the Interim Period, except as expressly contemplated by the Business Combination Agreement, each Sponsor Person shall not, and shall cause any other holder of record of any of such Sponsor Persons Covered Shares not to, Transfer any such Sponsor Persons Covered Shares. Notwithstanding the immediately preceding sentence, during the Interim Period Transfers of Covered Shares that are held by any Sponsor Person or any of its Permitted Transferees (as defined below) that have entered into a written agreement contemplated by the proviso in this subsection are permitted, in accordance with applicable Law (including applicable securities Laws), (i) to the Sponsor Persons officers or directors, any Affiliates or family members of such Sponsor Persons officers or directors, to AAC, the Sponsor or Cannae, any respective then-current directors, officers, members or partners of AAC, the Sponsor or Cannae or their respective Affiliates, any Affiliates of AAC, the Sponsor or Cannae, or any employees of such Affiliates; (ii) in the case of an individual, by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals immediate family, an Affiliate of such Person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; or (iv) in the case of an individual, pursuant to a qualified domestic relations order; provided, however, that each transferee contemplated by clauses (i) through (iv) (each, a Permitted Transferee) must enter into a written agreement with AAC and the Company, in form and substance reasonably satisfactory to the Company, agreeing to be bound by the restrictions, and subject to the obligations, in this Sponsor Agreement (and the Investor Rights Agreement).
(b) Post-Closing: Covered Shares. For the period beginning on the Closing Date until the earlier of (i) one (1) year thereafter, or (ii) if the VWAP of the AAC Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading days commencing 150 days after the Closing Date (such applicable period, the Lock-Up Period), each Sponsor Person shall not, and shall cause any other holder of record of any of such Sponsor Persons Covered Shares not to, Transfer any of such Sponsor Persons Covered Shares, other than in connection with a Permitted Transfer. Following the expiration of the Lock-Up Period, each of Sponsor and Cannae (and their Permitted Transferees and transferees that have entered into a written agreement contemplated by the definition of