This Stockholders Agreement, dated as of November 6, 2019 (this Agreement), is by and between Fox Corporation, a Delaware corporation (the Company), and the Murdoch Family Trust, a trust governed by the laws of Nevada and of which Cruden Financial Services LLC is the sole trustee (the Trust). Each of the Company and the Trust is referred to individually as a Party and collectively as the Parties.
WHEREAS, the Trust Beneficially Owns shares of the Companys Class B Common Stock, par value $0.01 per share (the Class B Common Stock); and
WHEREAS, the Parties desire to set forth certain agreements herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows:
OWNERSHIP AND ACQUISITION OF COVERED VOTING SECURITIES
Section 1.01. Murdoch Family Interests Ownership of Covered Voting Securities.
(a) The Trust agrees that it and its Subsidiaries, if any, shall not, during the term of this Agreement, directly or indirectly, alone or in concert with others, own, acquire, offer to acquire, or agree or enter into any understanding or arrangement to acquire, whether by purchase, tender or exchange offer, merger, through the acquisition of control of another Person, by joining a partnership, syndicate or other group (including any group of Persons that would be treated as a single person under Section 13(d) of the Exchange Act), through a voting agreement, proxy, swap or hedging or other derivative transactions or otherwise, any Covered Voting Securities or any rights (including voting rights) decoupled from the underlying Covered Voting Securities that to the Trusts Knowledge would result in, or following which, the (a) the Murdoch Family Interests and (b) any other Person(s) (i) acting in concert or having any agreement, arrangement or understanding with the Trust or (ii) that is a member of any partnership, syndicate or other group (including any group of Persons that would be treated as a single person under Section 13(d) of the Exchange Act) with the Trust, in the case of each of clauses (i) and (ii), in respect of Covered Voting Securities (any of the Persons described in this clause (b), a Group Member), collectively having Beneficial Ownership of Covered Voting Securities in the aggregate representing more than 44.0% of the voting power of the Company Full Voting Shares outstanding at such time (the Ownership Threshold), or that to the Trusts Knowledge would result in an increase in the Trusts Beneficial Ownership of Class B Common Stock in excess of the Annual Threshold in any twelve (12)-month period.
(b) The foregoing notwithstanding, the Trust may request, on a confidential basis, that the Company approve in advance an action that would otherwise not be permitted pursuant to Section 1.01(a). Any such approval may be provided on behalf of the Company by, and only by, a majority vote of the Independent Directors or a majority vote of the members of a Company Independent Committee (such vote, in either case, Independent Approval), and such approval may be granted or denied in such Independent Directors or Company Independent
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