Exhibit
10.1
VOTING AND SUPPORT AGREEMENT
BY
AND AMONG
NEWS CORPORATION
AND
THE
SIGNATORY STOCKHOLDERS
Dated
as of July 31, 2007
VOTING AND SUPPORT AGREEMENT
This
VOTING AND SUPPORT AGREEMENT (this " Agreement ") is
entered into as of July 31, 2007 by and among News
Corporation, a Delaware corporation (" Parent ") and
the persons executing this Agreement as "Stockholders" on the
signature page hereto (collectively, the " Stockholders
" and each individually, a " Stockholder
").
W
I T N E S S E T H:
WHEREAS,
as of the date of this Agreement, each Stockholder
"beneficially owns" (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as
amended) and is entitled to dispose of (or to direct the
disposition of) and/or to vote (or to direct the voting of)
the number of shares of common stock, par value $1.00 per
share (the " Common Stock "), of Dow Jones &
Company, Inc., a Delaware corporation (the " Company ")
and the number of shares of Class B common stock, par value
$1.00 per share (the " Class B Common Stock ," and
together with the Common Stock, the " Company Shares ")
of the Company set forth opposite such Stockholder's name on
Schedule I hereto (such Company Shares, together with any
other Company Shares the voting power over which is acquired
by any Stockholder in the capacity in which the Stockholder is
executing this Agreement during the period from and including
the date of this Agreement up to the termination of this
Agreement in accordance with its terms (such period, the "
Voting Period "), are collectively referred to herein
as the "Subject Shares");
WHEREAS,
it is intended that the combination of Parent and the Company
pursuant to the terms of that certain Agreement and Plan of
Merger, dated July 31, 2007, between the Company, Parent, Ruby
Newco LLC, a Delaware limited liability company (“
Ruby Newco ”), and Diamond Merger Sub
Corporation, a Delaware corporation (as the same may be
amended, the " Merger Agreement ") shall be effected
through the merger of Ruby Merger Sub with and into the
Company (the " Merger "), at which time the separate
existence of Diamond Merger Sub Corporation shall cease, and
the Company shall be the surviving entity of the Merger (the "
Surviving Corporation "); and
WHEREAS,
as a condition to the willingness of Parent, Ruby Newco,
Diamond Merger Sub Corporation and the Company to enter into
the Merger Agreement, and as an inducement and in
consideration therefor, each Stockholder is executing this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and
agreements contained herein, the parties hereto, intending to
be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Capitalized Terms. For
purposes of this Agreement, capitalized terms used and not defined
herein shall have the respective meanings ascribed to them in the
Merger Agreement.
ARTICLE II
VOTING AGREEMENT
Section 2.1
Agreement to Vote the Subject Shares. Each
Stockholder hereby agrees that, during the Voting Period, at any
duly called meeting of the stockholders of the Company (or any
adjournment or postponement thereof), and in any action by written
consent of the stockholders of the Company, such Stockholder shall,
if a meeting is held, appear at the meeting, in person or by proxy,
or otherwise cause its Subject Shares to be counted as present
thereat for purposes of establishing a quorum, and it shall vote or
consent (or cause to be voted or consented), in person or by proxy,
all its Subject Shares (x) in favor of the adoption of the Merger
Agreement, the Merger and the other transactions contemplated by
the Merger Agreement (and any actions required in furtherance
thereof), (y) against any action, proposal, transaction or
agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or
agreement of the Company contained in the Merger Agreement or of
any Stockholder contained in this Agreement, and (z) except with
the written consent of Parent, against the following actions or
proposals (other than the transactions contemplated by the Merger
Agreement): (i) any Diamond Acquisition Proposal (other
than a Diamond Acquisition Proposal by Parent or its Affiliates);
or (ii) any other action or proposal, involving the Company or any
Diamond Subsidiary that would reasonably be expected to prevent or
materially impede, interfere with, delay, postpone or adversely
affect the transactions contemplated by the Merger Agreement,
including the Merger. Each Stockholder agrees,
during the Voting Period, not to enter into any agreement or
commitment with any Person to vote, grant a proxy or grant a power
of attorney, or participate, directly or indirectly, in the
“solicitation” of any “proxies” or consents
(as such terms are used in the rules of the Securities and Exchange
Commission) from any Person to vote in a manner which would be
inconsistent with or violative of the provisions and agreements
contained in this Article II.
Section 2.2
Effect of Company Breach. For
the avoidance of doubt, each Stockholder agrees that, during the
Voting Period, the obligations of each Stockholder specified in
Section 2.1 shall not be affected by (i) any Recommendation
Withdrawal (other than a public announcement by the Company board
of directors expressly withdrawing its recommendation that the
stockholders of the Company adopt the Merger Agreement (a “
Qualifying Recommendation Change ”)); it being
understood that the delivery by the Company of a Superior Proposal
Notice pursuant to Section 5.3(c) of the Merger Agreement shall
not, in and of itself, constitute a Recommendation Withdrawal; or
(ii) any breach by the Company of any of its representations,
warranties, agreements or covenants set forth in the Merger
Agreement.
ARTICLE III
COVENANTS
Section 3.1
Generally.
(a)
Each
Stockholder agrees that during the Voting Period, except as
contemplated by the terms of this Agreement and except as set forth
on Schedule I, it shall not, without the Parent's prior written
consent, offer for sale, sell (including short sales), transfer,
tender, pledge, encumber, assign or otherwise dispose of (including
by gift) (collectively, a
| "
T ransfer "), or enter into any contract, option,
derivative, hedging or other agreement (including any
profit-sharing arrangement) with respect to, or consent to, a
Transfer of, any or all of the Subject Shares. |
(b)
In
the event of a stock dividend or distribution, or any change in the
Company Shares by reason of any stock dividend or distribution,
split-up, recapitalization, combination, conversion, exchange of
shares or the like, the term "Subject Shares" shall be deemed to
refer to and include the Subject Shares as well as all such stock
dividends and distributions and any securities into which or for
which any or all of the Subject Shares may be changed or exchanged
or which are received in such transaction.
(c)
Each
Stockholder agrees that it shall authorize and request the Company
to notify its transfer agent that there is a stop transfer order
with respect to all of the Subject Shares (subject to any
exceptions set forth herein) and that this Agreement place limits
on the voting of the Subject Shares.
(d)
If
so requested by the Parent or Company, each Stockholder agrees that
the certificates representing the Subject Shares shall bear a
legend stating that the Subject Shares are subject to this
Agreement.
Section 3.2
Standstill Obligations of the Stockholders.
Each
Stockholder, severally and not jointly, covenants and agrees with
Parent that, during the Voting Period:
(a)
Such
Stockholder shall not, nor shall such Stockholder act in concert
with any Person to, deposit any of the Subject Shares in a voting
trust or subject any of the Subject Shares to any agreement with
any Person with respect to the voting of the Subject Shares, except
as provided by Article II of this Agreement.
(b)
Such
Stockholder shall not, nor shall such Stockholder act in concert
with any Person to, directly or indirectly, initiate or solicit
(including, in each case, by way of furnishing non-public
information) the submission of any inquiries or the making of any
proposal or offer that constitutes, or would reasonably be expected
to lead to, a Diamond Acquisition Proposal, or engage in any
discussions or negotiations with a Person or Persons who have made,
or, to the Stockholder's knowledge, are actively considering making
a Diamond Acquisition Proposal, or their respective Representatives
with respect to any Diamond Acquisition
Proposal or otherwise knowingly cooperate with or knowingly assist
or participate in any such inquiries, proposals, discussions or
negotiations.
(c)
Without
limitation to the foregoing and subject to Section 3.2(e), promptly
after receipt by such Stockholder of any Diamond Acquisition
Proposal or proposal that would reasonably be expected to lead to a
Diamond Acquisition Proposal from a Person or a group of related
Persons, such Stockholder shall promptly (or shall promptly request
the Company board of directors to) provide Parent with written
notice of the identity of the Person or Persons making such Diamond
Acquisition Proposal or any proposal that would reasonably be
expected to lead to a Diamond Acquisition Proposal and the material
terms and conditions thereof.
(d)
Such
Stockholder shall cease immediately and cause to be terminated any
and all existing discussions, conversations, negotiations and other
communications with any Persons conducted heretofore with respect
to, or that would reasonably be expected to lead to, a Diamond
Acquisition Proposal.
(e)
Notwithstanding
the foregoing, in the event that the Company board of directors
exercises its right (i) to enter into discussions or negotiations
with a Third Party in compliance with Section 5.3(b) of the Merger
Agreement and/or (ii) to provide information to a Third Party in
compliance with Section 5.3(b) of the Merger Agreement, then each
Stockholder (including with representatives) may participate in
discussions or negotiations with such Third Party and/or provide
information to such Third Party; provided , that any action
taken by any such Stockholder shall be taken only in coordination
with the Company board of directors.
(f)
Parent
acknowledges that each Stockholder is signing this Agreement solely
in such Stockholder's capacity as a stockholder of the Company and
is not making any agreement herein in his, her or its capacity as a
director of the Company and nothing contained herein shall limit or
affect any actions taken by any Stockholder, in his, her or its
capacity as a director of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH
STOCKHOLDER
Each
Stockholder hereby represents and warrants, severally and not
jointly, to Parent as follows:
Section 4.1
Due Organization. The
Stockholder that is a corporation, limited liability company,
partnership, trust or other entity (other than a natural person) is
duly organized and validly existing under the laws of the
jurisdiction of its organization. The Stockholder has
all necessary power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby by the
Stockholder have been duly authorized by all necessary action on
the part of such Stockholder. This Agreement, assuming
due authorization, execution and delivery hereof by Parent and the
other Stockholders, constitutes a legal, valid and binding
obligation of such Stockholder enforceable against such Stockholder
in accordance with its terms, except as such enforceability may be
limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
other similar Laws of general applicability relating to or
affecting creditors' rights, and to general equitable
principles.
Section 4.2
Ownership of Shares. Schedule
I sets forth opposite the Stockholder's name, the number of Company
Shares over which such Stockholder has record and beneficial
ownership as of the date of this Agreement. As of the
date of this Agreement, the Stockholder is the lawful owner of the
Company Shares denoted as being owned by such Stockholder on
Schedule I and has the sole power to vote or cause to be voted such
shares or shares power to vote or cause to be voted such shares
solely with one or more other Stockholders with respect to the
Company Shares denoted on Schedule I. The Stockholder
does not own or hold any right to acquire any additional shares of
any class of capital stock of the Company or
| other
securities of the Company or any interest therein or any voting
rights with respect to any securities of the Company other than the
Subject Shares (other than the conversion feature of Class B Common
Stock). The Stockholder has good and valid title to the
Company Shares denoted as being owned by such Stockholder on
Schedule I , free and clear of any and all pledges, mortgages,
Liens, charges, proxies, voting agreements, encumbrances, adverse
claims, options, security interests and demands of any nature or
kind whatsoever, other than those created by this Agreement and
except for transfer restrictions of general applicability under the
Securities Act of 1933, as amended, and under “blue
sky” laws. |
Section 4.3
No Conflicts. (i)
Except for Schedule 13D and 13G filings, Forms 4 or 5 filings or
other similar filings with the SEC and those filing, consents or
approvals as may be required by reason of the business or identity
of Parent or any of its Affiliates, no filing with any Governmental
Entity, and no authorization, consent or approval of any other
Person is necessary for the execution of this Agreement by the
Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby (other than approval of
this Agreement by the Company for purposes of Section 203 of the
DGCL and for purposes of rendering Article Fourth of the Company's
Restated Certificate of Incorporation inapplicable to this
Agreement) and (ii) none of the execution and delivery of this
Agreement by the Stockholder, the consummation by the Stockholder
of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) conflict
with or result in any breach of the organizational documents of the
Stockholder (if not a natural person), or (B) violate any
applicable Order, rule or Law, except for any of the foregoing as
would not reasonably be expected to impair the Stockholder's
ability to perform its obligations under this
Agreement.
Section 4.4
Revocation of Proxies. The
Stockholder represents that any proxies heretofore given in respect
of such Company Shares are not irrevocable, and that any such
proxies are hereby revoked and that the Stockholder shall take any
additional action necessary to effectuate the
foregoing.
Section 4.5
Reliance by Parent. The
Stockholder understands and acknowledges that Parent is entering
into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by such Stockholder.
ARTICLE V
REPRESENTATIONS AND WARRANTIES AND COVENANTS OF
PARENT
Parent
hereby represents and warrants to, and covenants with, the
Stockholders as follows:
Section 5.1
Due Organization, etc. Parent
is a Delaware corporation duly organized and validly existing under
the laws of the jurisdiction of its organization. Parent
has all necessary corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby by Parent have been duly authorized by all necessary action
on the part of Parent. This Agreement, assuming due
authorization, execution and delivery hereof by each of the
Stockholders, constitutes a legal, valid and binding obligation of
Parent enforceable against Parent in accordance with its
terms,
| except
as such enforceability may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar
Laws of general applicability relating to or affecting creditors'
rights, and to general equitable principles. |
Section 5.2
Conflicts. (i)
No filing with any Governmental Entity, and no authorization,
consent or approval of any other Person is necessary for the
execution of this Agreement by Parent and the consummation by
Parent of the transactions contemplated hereby (other than approval
of this Agreement by the Company for purposes of Section 203 of the
DGCL and for purposes of rendering Article Fourth of the Company's
Restated Certificate of Incorporation inapplicable to this
Agreement) and (ii) none of the execution and delivery of this
Agreement by Parent, the consummation by Parent of the transactions
contemplated hereby shall (A) conflict with or result in any breach
of the organizational documents of Parent or (B) violate any Order
or Law, except for any of the foregoing as could not reasonably
be
|
