THE GM TRANSACTIONS. 5 Section 1.1. GM Board Approval of the GM Transactions......................................5 Section 1.2. GM Stockholder Approval of the GM Transactions................................6 Section 1.3. Conditions to GM's Obligations Relating to the Stockholder Approval Process..................................................8 Section 1.4. Spin-off of Hughes From GM....................................................0 Section 1.5. Effects of the Spin-off......................................................10 Section 1.6. Cooperation of Transfer Agents; Stockholder Records; GM Class H Common Stock Certificates.........................................12 Section 1.7.
THE GM TRANSACTIONS. Section 1.1. GM Board Approval of the GM Transactions. GM's Board of Directors, at a meeting duly convened and held on October 28, 2001, (a) determined that, as of such date, the execution, delivery and performance of this Agreement by GM and the consummation of the transactions contemplated hereby would be advisable, desirable and in the best interests of GM and its stockholders and that, as of such date, consummation of the GM Transactions would be fair to the holders of GM $1-2/3 Common Stock and the holders of GM Class H Common Stock; (b) approved this Agreement and the transactions contemplated hereby; and (c) determined, subject to its fiduciary duties under Applicable Law, to recommend the GM Transactions as fair to the holders of GM $1-2/3 Common Stock and the holders of GM Class H Common Stock and to recommend and submit the GM Transactions for their approval. In connection with this determination, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bear, Steaxxx & Xo. Inc. (the "GM Xxxxxxial Xxxxsors") has provided its xxxxxxx opinion, dated as of such date and addressed to the Board of Directors of GM (the "GM Financial Advisor Fairness Opinions"), to the effect that, as of such date and taking into account all relevant financial aspects of the GM Transactions and the Merger (together, the "Transactions") and certain other related transactions, taken as a whole, the consideration to be provided to GM and its subsidiaries and to the holders of GM $1-2/3 Common Stock (if applicable) and the holders of GM Class H Common Stock in the GM Transactions is fair, from a financial point of view, to the holders of GM $1-2/3 Common Stock and the holders of GM Class H Common Stock. In addition, each of Goldman, Sachs & Co. and Credit Suisse First Boston Corporxxxxx (the "Xxxhes Financial Advisors") has provided its written opinion, datxx xx of such date and addressed to the Board of Directors of GM and to the Board of Directors of Hughes, to the effect that, as of such date and based on market xxxxxtions at such time, the exchange ratios contemplated by the Merger Agreement are fair, from a financial point of view, to the holders of Hughes Class C Common Stock immediately prior to the Merger, xxxxxxing GM and the holders of GM 1-2/3 Common Stock and GM Class H Common Stock, as applicable.
THE GM TRANSACTIONS. Section 1.1 Determination of the Xxxxxx Distribution Ratio. GM's Board of Directors has determined that the GM Transactions, taken as a whole, are in the best interests of GM and its common stockholders, subject to the GM Board's determination of a Xxxxxx Distribution Ratio that would enable (i) the GM Board of Directors to conclude that, as of the date of such determination, the GM Transactions, taken as a whole, are in the best interests of GM and its common stockholders and fair to the holders of GM $1-2/3 Common Stock and the holders of GM Class H Common Stock and (ii) each of the GM Financial Advisors to provide a GM Financial Advisor Fairness Opinion. Subject to the fiduciary duties of its Board of Directors and subject to the terms and provisions of this Agreement, GM agrees that its Board of Directors shall use all commercially reasonable efforts (i) to determine, in consultation with the GM Financial Advisors, a Xxxxxx Distribution Ratio that satisfies each of the conditions set forth in the first sentence of this Section 1.1 and (ii) to consummate the GM Transactions.
THE GM TRANSACTIONS
