Amendment to Equityholders Agreement. (a) The first paragraph of Section 3.2 is hereby amended and restated in its entirety as follows: “In addition to the other requirements of Section 3.1, and unless waived in whole or in part by the Voteco Board of Directors or Holdco Board Directors (to the extent waivable under applicable law) by the affirmative vote of a Supermajority, as applicable, and subject to compliance with Section 3.6, no Transfer of Equity Interests in Voteco or holdco, other than a Transfer pursuant to Section 2.1(k), Section 2.1(l) or Section 2.1(m) but including any Permitted Transfer, may be made unless the following conditions are met:”
(b) Section 3.2(h) of the Equityholders Agreement is hereby amended and restated to read in its entirety as follows: “Until such time as Holdco becomes taxable as a corporation for federal income tax purposes, the Transfer shall not cause Holdco to be treated as an association taxable as a corporation or a “publicly traded partnership” (as such term is defined in section 7704 of the Code) for U.S. federal income tax purposes.”
(c) Section 3.2(j)(iv) of the Equityholders Agreement is hereby amended and restated to read in its entirety as follows: “except for a Transfer pursuant to a registered public offering, the Transfer will not, in and of itself, cause Voteco, Holdco or New Propco to be treated as an association taxable as a corporation or a “publicly traded partnership” (as such term is defined in section 7704 of the Code) for U.S. federal income tax purposes.”
(d) The following section shall be added to the Equityholders Agreement as Section 3.6:
Amendment to Equityholders Agreement. (a) Section 2.1(a) of the Equityholders Agreement is hereby amended and restated in its entirety as follows:
