The News Corp Sample Clauses

The News Corp. Preferred ADRs shall have been approved for listing on the NYSE, subject only to official notice of issuance.
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The News Corp. Guaranty is a valid and binding obligation of News Corp., enforceable against News Corp. in accordance with its terms, except (a) to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), (b) rights to indemnification thereunder may be limited by United States Federal or state securities laws or the policies underlying such laws and (c) Section 205 of the Corporations Law prohibits News Corp. from providing a guaranty of (A) Fox's indemnification obligations under the Merger Agreement, the Stock Purchase Agreement and the Registration Rights Agreement and (B) Fox's obligations to pay amounts under the Registration Rights Agreement.
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The News Corp. Preferred ADRs to be issued in the Merger will be issued by the Depositary under the terms of the Deposit Agreement. All of the shares of News Corp. Preferred Stock underlying the News Corp. Preferred ADRs to be issued in the Merger, when deposited with the Custodian in accordance with Section 2.2(a) and the terms of the Deposit Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Liens. Upon the due issuance by the Depositary of News Corp. Preferred ADRs evidencing News Corp. Preferred Stock against the deposit of the News Corp. Preferred Stock in accordance with the terms of the Deposit Agreement, the News Corp. Preferred ADRs to be issued in the Merger will be duly and validly issued and
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Related to The News Corp

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