When AVEX insiders can sell

…stock or securities convertible into or exchangeable for, or that represent the right to receive, shares of common stock, including LLC Units, during the period from the date of the first public filing of the registration statement on Form S-1 filed in connection with this offering continuing through the date that is 180 days after the date of this prospectus. The lock-up restrictions and specified exceptions are described in more detail under "Underwriters." Any two of the three Representatives may, in their discretion, release all or any portion of the securities subject to these lock-up agreements. See "Underwriters." Prior to the consummation of the offering, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be……

Class A common stock to be outstanding immediately after this offering 48,344,176 shares (or 50,744,176 shares if the underwriters' option is exercised in full). If all outstanding LLC Units held by the LLC Unitholders were exchanged for newly-issued shares of Class A common stock on a one-for-one basis, 111,641,700 shares of Class A common stock would be outstanding (or 114,041,700 shares of Class A common stock if the underwriters' option is exercised in full). Class B common stock to be outstanding immediately after this offering 63,297,524 shares.

See "Underwriters." Prior to the consummation of the offering, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above. Following the lock-up periods set forth in the agreements described above, and assuming that at least two of the three Representatives do not release any parties from these agreements, all of the shares of our Class A common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 under the Securities Act.

…he material facts of the proposed transaction, including the proposed aggregate value of the transaction; the impact on a director or a director nominee's independence in the event the related person is a director or an immediate family member of the director or director nominee; the benefits to us of the proposed transaction; if applicable, the availability of other sources of comparable products or services; and an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. The Audit Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our stockholders, as the Audit Committee determines in good faith.

See "—Exchange Agreement." Issuance of LLC Units Upon Exercise of Options or Issuance of Other Equity Compensation Upon the exercise of options issued by us, or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will be required to acquire from Holdings LLC a number of Series A Units of Holdings LLC equal to the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation.

The lock-up restrictions and specified exceptions are described in more detail under "Underwriters." Any two of the three Representatives may, in their discretion, release all or any portion of the securities subject to these lock-up agreements. See "Underwriters." Prior to the consummation of the offering, certain of our employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above.