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

• 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.

• 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).