Class H Fraction definition

Class H Fraction means a fraction, the numerator of which is equal to the total number of shares of GM Class H Common Stock outstanding immediately prior to the Effective Time and the denominator of which is equal to the Class H Dividend Base. "Closing" has the meaning set forth in Section 2(b) below. "Closing Time" has the meaning set forth in Section 2(b) below. "Code" means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder. "Defense Business" has the meaning ascribed to such term in the Master Separation Agreement. "Delaware Certificate of Merger" has the meaning set forth in Section 2(c) below. "Delaware General Corporation Law" means the General Corporation Law of the State of Delaware, as amended. "Delco" has the meaning ascribed to such term in the Master Separation Agreement. "EDS" means Electronic Data Systems Corporation, a Delaware corporation and a former wholly owned subsidiary of GM. "Effective Time" has the meaning set forth in Section 2(d)(i) below. "Exchange Act" means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. "GM" has the meaning set forth in the preface above. "GM Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of GM, as amended and in effect immediately prior to the Effective Time. "GM Class H Common Stock" means the Class H Common Stock, $0.10 par value per share, of GM. "GM Class H Stockholder" means any holder of record of GM Class H Common Stock. "GM Common Stocks" means collectively the GM $1 2/3 Common Stock and the GM Class H Common Stock. "GM Implementation Agreement" means the Implementation Agreement dated as of January 16, 1997 by and between GM and Raytheon, as amended from time to time. "GM Transactions" means collectively (i) the HEC Reorganization, (ii) the Hughes Recapitalization, (iii) the spin-off of Hughes from GM as contemplated hereby, (iv) the recapitalization of GM Class H Common Stock into New GM Class H Common Stock as contemplated hereby, (v) the consummation of the Spin-Off Merger pursuant hereto, (vi) the execution and delivery of each of the Separation Agreements and (vii) the consummation of the other transactions and events contemplated hereby. "GM $1 2/3 Common Stock" means, as of immediately prior to the Effective Time, the Common Stock, $1 2/3 par value per share, of GM and, at and after the Effective Time, the Common Stock, $1 2/3 par value per shar...

Class H Fraction shall have the meaning ascribed to such term in Section 7.4(b) hereof.

Class H Fraction means, as of any particular time, the fraction described in Article Fourth, Division I, Section (a)(4) of the GM Certificate of Incorporation as of such time.

Examples of Class H Fraction in a sentence

• This percentage amount, which we call the "Class H Fraction," changes depending on the number of shares of GM Class H Common Stock outstanding at any time.

• For most calculations in this document which use the Class H Fraction, we have used the Class H Fraction as of September 30, 1997 (approximately 25.6%).

• The New GM Class H Common Stock will represent a 25.6% tracking stock interest in New Hughes Electronics (based on the Class H Fraction as of September 30, 1997), which will have one principal business: Hughes Telecom.

• In setting the Distribution Ratio, the GM Board determined that GM Class H Common Stockholders should receive a portion of the Class A Common Stock equal to the Class H Fraction to reflect their current tracking stock interest in Hughes Defense plus an additional amount of Class A Common Stock to compensate them for relinquishing their current tracking stock interest in Delco and for the other net effects of the Hughes Transactions.

• For the purposes of this Agreement, "Split-Off Denominator" means the denominator of the fraction (the "Class H Fraction") described in Article Fourth, Division I, Section (a)(4) of the GM Certificate of Incorporation, as amended by the GM Charter Amendment, determined as of immediately prior to the Split-Off Effective Time and determined as of such point in time rather than as an average with respect to any accounting period.

• For the purposes of this Agreement, "Class H Fraction" means, as of any particular time, the fraction described in Article Fourth, Division I, Section (a)(4) of the GM Certificate of Incorporation as of such time.

• The parties acknowledge that any issuance of shares of GM Class H Common Stock pursuant to any GM Debt/Equity Exchange shall increase the Numerator (but not the Denominator) of the Class H Fraction (as defined below) by the number of shares of GM Class H Common Stock so issued, in accordance with the terms and provisions of the GM Certificate of Incorporation.

• Upon any such conversion, assuming that GM Class H Common Stock remains outstanding as of such time, the numerator (the "Numerator") of the Class H Fraction will be increased to reflect such number of shares of GM Class H Common Stock issued upon conversion and the Denominator of the Class H Fraction will be increased to reflect such number of shares of GM Class H Common Stock issued upon conversion.

• Prior to the Split-Off Effective Time (but after the Requisite Stockholder Approval of the Requisite Vote Matters), Xxxxxx shall declare and pay the Special Dividend to GM in cash (it being understood and agreed that the declaration and payment of the Special Dividend by Xxxxxx to GM shall not result in any adjustment to the Class H Fraction).

• Class H Distribution = 102,630,503 times Class H Fraction plus (Net Transaction Effect divided by Class A Share Value) .