News Corp hereby represents and warrants to the Company that:
News Corp shall prepare and file with the SEC a registration statement (together with all amendments thereto, the "Registration Statement") in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the News Corp. Preferred ADRs to be issued pursuant to the Merger. Each of News Corp. and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and (iii) shall take all or any action required under any applicable federal or state securities laws in connection with the issuance of News Corp. Preferred ADRs pursuant to the Merger. The Company and News Corp. shall furnish to the other all information concerning the Company and News Corp. as the other may reasonably request in connection with the preparation of the documents referred to herein. As promptly as practicable after the Registration Statement shall have become effective, the Company shall mail the Proxy Statement/Prospectus to its respective stockholders.
News Corp shall have delivered to the Company a certificate, dated the Effective Time and signed by any two Directors of News Corp., evidencing compliance with Sections 7.2(a) and (b).
News Corp and each of the News Corp. Subsidiaries listed on Schedule A hereto is a corporation duly incorporated under the laws of the jurisdiction set forth opposite its respective name in Schedule A hereto and is capable of being sued in its corporate name. There is no application pending, or to our knowledge, threatened for News Corp. or any of such News Corp. Subsidiaries to be wound up, dissolved or deregistered nor is there any application pending or, to our knowledge, threatened for the appointment of a receiver, receiver and manager or administrator in respect of News Corp., the whole or any part of the assets of News Corp, such News Corp. Subsidiaries or the whole or any part of the assets of such News Corp.
News Corp shall (i) file a registration statement on Form S-8 (or amend an existing registration statement on Form S-8) to become effective as of the Effective Time with respect to the News Corp. Preferred ADRs subject to Company Stock Options; (ii) maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding; (iii) promptly prepare and submit to the NYSE applications covering the News Corp. Preferred ADRs subject to Company Stock Options and use commercially reasonable efforts to cause such securities to be approved for listing on the NYSE prior to the Effective Time, subject to official notice of issuance; and (iv) within ten days after the Effective Time, prepare and submit to the ASX, pursuant to the Listing Rules of the ASX, applications covering the News Corp. Preferred Stock underlying the News Corp. Preferred ADRs to be issued upon the exercise of Company Stock Options.
News Corp has adequate funds to, and to the extent required at the Effective Time will, satisfy the obligations of the Company which become due as a result of the consummation of the Merger, including the indebtedness of the Company accelerated as a result thereof and the expenses of the Company incurred in connection with, and payable upon the consummation of, the Merger.
News Corp and the Company shall cooperate and use their best reasonable efforts to obtain all required consents, approvals and waivers from governmental agencies and third parties. In the event any claim, action, suit, investigation or other proceeding by any governmental body or other person is commenced which questions the validity or legality of the Merger or any of the other Transactions or seeks damages in connection therewith, the parties agree to cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any action, suit or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the Merger and the other Transactions.
News Corp shall (a) promptly prepare and submit to the NYSE applications covering the News Corp. Preferred ADRs to be issued pursuant to the Transactions, and shall use commercially reasonable efforts to cause such securities to be approved for listing on the NYSE prior to the Effective Time, subject to official notice of issuance, (b) within ten days after the Effective Time, prepare and submit to the ASX, pursuant to the Listing Rules of the ASX, applications covering the News Corp. Preferred Stock underlying the News Corp. Preferred ADRs issued pursuant to the Transactions to cause such securities to be approved for quotation by the ASX., and (c) promptly seek the ASX Waiver or, if the ASX Waiver is not granted, call a special meeting of shareholders to approve the terms of the News Corp. Preferred Stock required by the ASX Listing Rules (the "Shareholder Ratification").
News Corp represents and warrants that ---------------------------- immediately after giving effect to the receipt by Holdings on the Closing Date of the Equalization Shares pursuant hereto and the shares of Class A Common Stock pursuant to Section 2(a) of the Share Exchange Agreement, the aggregate number of shares of Class A Common Stock owned by News Corp. and its subsidiaries will be 29,037,520 shares.
News Corp. Guaranty...........................................14
