GM Stockholder Approval Process. Fol- lowing such time as the Xxxxxx Distribution Agreement has been executed and provided that none of the GM Financial Advisors Fairness Opinions and the Xxxxxx Financial Advisor Fairness Opinion has been modified in a manner adverse to GM or to GM's Board of Directors or to either class of its common stockhold- ers, revoked or withdrawn and that GM has received the requisite consents authorizing the inclusion of such opinions in the Proxy/Consent Solicitation Statement, GM shall, subject in each case to the fiduciary duties of its Board of Directors, (i) take all commercially reasonable action in accordance with the federal securities laws, DGCL and its certificate of incorpora- tion and bylaws necessary to present the GM Transactions to the holders of GM Common Stock for their consideration and ap- proval, (ii) include in the Proxy/Consent Solicitation State- ment the recommendation of its Board of Directors in favor of the GM Transactions and (iii) use all commercially reasonable efforts to solicit from its common stockholders entitled to vote thereon proxies to be voted at a stockholders meeting or consents to be obtained in connection with a consent solicita- tion with respect to the GM Transactions.
