Exchange Agent; Depositary. Prior to the Effective Time, Colonial shall appoint EquiServe Trust Company as the exchange agent, or another bank or trust company reasonably acceptable to Cornerstone, to act as exchange agent (the “Exchange Agent”) for the exchange of the consideration to be paid in the Merger pursuant to Section 1.6 and Section 1.8 (the “Merger Consideration”) upon surrender of certificates representing issued and outstanding Cornerstone Common Shares. In addition, prior to the Effective Time, Colonial shall appoint Equiserve Trust Company as the depositary for the Colonial Series E Preferred Depositary Shares, or another bank or trust company reasonably acceptable to Cornerstone, pursuant to a Depositary Agreement in form and substance reasonably acceptable to Cornerstone.
Exchange Agent; Depositary. Prior to the Effective Time, Fox shall (i) pay to News Corp. consideration to be agreed upon by Fox and News Corp. for the issuance of the shares of News Corp. Preferred Stock underlying the News Corp. Preferred ADRs to be issued in the Merger, (ii) procure that News Corp., pursuant to the terms of the Deposit Agreement (A) deposits with the Custodian the shares of News Corp. Preferred Stock underlying the News Corp. Preferred ADRs to be issued in the Merger and (B) instructs the Depositary to deposit the News Corp. Preferred ADRs to be issued in the Merger with News Corp.'s transfer agent for the News Corp. Preferred ADRs or with such other bank or trust company designated by Fox with an office or agency in the City of New York, New York (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock and Company Preferred Stock, for exchange in the Merger in accordance with this Article II, through the Exchange Agent, and (iii) from time to time as necessary, deposit with the Exchange Agent cash to be paid in lieu of fractional News Corp. Preferred ADRs pursuant to Section 2.2(e) (such certificates representing News Corp. Preferred ADRs (together with any dividends or distributions with respect thereto to which the holders of shares of Company Common Stock and Company Preferred Stock may be entitled to pursuant to Section 2.2(c)) and cash in lieu of fractional News Corp. Preferred ADRs being hereinafter referred to as the "Exchange Fund").
