GM Charter Amendment. 45 7.12 Xxxxxx Charter and By-law Amendments .............................. 45 7.13 Elimination of GM Class H Common Stock from GM Certificate of Incorporation ..................................................... 45 7.14
GM Charter Amendment. The parties acknowledge that (i) the filing and effectiveness of the GM Charter Amendment is a condition of the Xxxxxx Separation Transactions and will be required in order to permit the Xxxxxx Common Stock Exchange, and (ii) the GM Charter Amendment will be filed and become effective only after obtaining the Requisite Stockholder Approval of the Requisite Vote Matters as contemplated by this Agreement.
GM Charter Amendment. Xxx parties acknowledge that the filing of an appropriate amendment to the GM Certificate of Incorporation, substantially in the form attached as Exhibit H hereto with such additional changes as may be approved by the GM Board of Directors and are required in order to permit the declaration and payment by Hughes of a promissory note to a wholly owned subsidiary of GM (xxxxxx as a limited liability company) which shall hold, directly or indirectly, all of GM's interest in Hughes and the net income of which shall be included in the Availxxxx Separate Consolidated Net Income of Hughes (as defined in the GM Certificate of Incorporation) xx xxxtemplated by the provisions of the GM/Hughes Separation Agreement (the "GM Charter Amendment"), will xx xxquired in order to permit the reduction of the Denominator and to permit the Hughes Class C Common Stock Exchange, and that the GM Charter Amexxxxxx will be consummated only after obtaining the Requisite Stockholder Approval thereof as contemplated by this Agreement.
GM Charter Amendment. The parties acknowledge that the filing of an appropriate amendment to the GM Certificate of Incorporation, substantially in the form attached as Exhibit H hereto with such additional changes as may be approved by the GM Board of Directors and are required in order to permit the declaration and payment by Xxxxxx of a promissory note to a wholly owned subsidiary of GM (formed as a limited liability company) which shall hold, directly or indirectly, all of GM's interest in Xxxxxx and the net income of which shall be included in the Available Separate Consolidated Net Income of Xxxxxx (as defined in the GM Certificate of Incorporation) as contemplated by the provisions of the GM/Xxxxxx Separation Agreement (the "GM Charter Amendment"), will be required in order to permit the reduction of the Denominator and to permit the Xxxxxx Class C Common Stock Exchange, and that the GM Charter Amendment will be consummated only after obtaining the Requisite Stockholder Approval thereof as contemplated by this Agreement.
