{"id":43943,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholder-support-agreement-mattel-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholder-support-agreement-mattel-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholder-support-agreement-mattel-inc.html","title":{"rendered":"Stockholder Support Agreement &#8211; Mattel Inc."},"content":{"rendered":"<pre>\n                         STOCKHOLDER SUPPORT AGREEMENT\n\n          STOCKHOLDER SUPPORT AGREEMENT, dated as of December 13, 1998 (this\n'Agreement'), by the stockholders listed on the signature page(s) hereto\n----------                                                              \n(collectively, 'Stockholders' and each individually, a 'Stockholder') to and for\n                ------------                            -----------             \nthe benefit of MATTEL, INC., a Delaware corporation ('Acquiror').  Capitalized\n                                                      --------                \nterms used and not otherwise defined herein shall have the respective meanings\nassigned to them in the Merger Agreement referred to below.\n\n          WHEREAS, as of the date hereof, the Stockholders collectively own of\nrecord and beneficially shares of capital stock of The Learning Company, Inc., a\nDelaware corporation (the 'Company'), as set forth on Schedule I hereto (such\n                           -------                                           \nshares or any other voting or equity of securities of the Company, hereafter\nacquired by any Stockholder prior to the termination of this Agreement, being\nreferred to herein collectively as the 'Shares');\n                                        ------   \n\n          WHEREAS, concurrently with the execution of this Agreement, Acquiror\nand the Company are entering into an Agreement and Plan of Merger, dated as of\nthe date hereof (the 'Merger Agreement'), pursuant to which, upon the terms and\n                      ----------------                                         \nsubject to the conditions thereof, the Company will be merged with and into\nAcquiror, and Acquiror will be the surviving corporation (the 'Merger'); and\n                                                               ------       \n\n          WHEREAS, as a condition to the willingness of the Company and Acquiror\nto enter into the Merger Agreement, Acquiror has requested that the Stockholders\nagree, and in order to induce Acquiror to enter into the Merger Agreement, the\nStockholders are willing to agree to vote in favor of adopting the Merger\nAgreement and approving the Merger, upon the terms and subject to the conditions\nset forth herein.\n\n          NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements contained herein, and intending to be legally bound\nhereby, the parties hereby agree, severally and not jointly, as follows:\n\n          Section 1.  Voting of Shares.  Each Stockholder covenants and agrees\n                      ----------------                                        \nthat until the termination of this Agreement in accordance with the terms\nhereof, at the Company Stockholder Meeting or any other meeting of the\nstockholders of the Company, however called, and in any action by written\nconsent of the stockholders of the Company, such Stockholder will vote, or cause\nto be voted, all of his, her or its respective Shares in favor of adoption of\nthe Merger Agreement and approval of the Merger contemplated by the Merger\nAgreement, as the Merger Agreement may be modified or amended from time to time\nin a manner not adverse to the Stockholders.  In addition, such Stockholder\nagrees that it will, upon request by Acquiror, furnish written confirmation, in\nform and substance reasonably acceptable to Acquiror, of such Stockholder's vote\nin favor of the Merger Agreement and the Merger.  Each Stockholder covenants and\nagrees to deliver to Acquiror upon request immediately prior to any vote\ncontemplated by the first sentence of this Section 1, a proxy substantially in\nthe form attached hereto as Annex A (a 'Proxy'), which Proxy shall be\n                                        -----                        \nirrevocable during the term of this Agreement to the extent permitted under\nDelaware law, and Acquiror agrees to vote the Shares subject to such Proxy in\nfavor of the approval and adoption of the Merger Agreement and the Merger.  Each\nStockholder acknowledges receipt and review of a copy of the Merger Agreement.\n \nEach Stockholder acknowledges and agrees that this proxy, if and when given,\nshall be coupled with an interest, shall constitute, among other things, an\ninducement for Acquiror to enter into the Merger Agreement, shall be irrevocable\nand shall not be terminated by operation of law or otherwise upon the occurrence\nof any event and that no subsequent proxies with respect to such Shares shall be\ngiven (and if given shall not be effective); provided, however, that any such\n                                             --------  -------               \nproxy shall terminate automatically and without further action on behalf of the\nStockholders upon the termination of this Agreement.\n\n          Section 2.  Transfer of Shares.  Each Stockholder covenants and agrees\n                      ------------------                                        \nthat such Stockholder will not directly or indirectly, (a) sell, assign,\ntransfer (including by merger, testamentary disposition, interspousal\ndisposition pursuant to a domestic relations proceeding or otherwise by\noperation of law), pledge, encumber or otherwise dispose of any of the Shares,\n(b) deposit any of the Shares into a voting trust or enter into a voting\nagreement or arrangement with respect to the Shares or grant any proxy or power\nof attorney with respect thereto which is inconsistent with this Agreement or\n(c) enter into any contract, option or other arrangement or undertaking with\nrespect to the direct or indirect sale, assignment, transfer (including by\nmerger, testamentary disposition, interspousal disposition pursuant to a\ndomestic relations proceeding or otherwise by operation of law) or other\ndisposition of any Shares.\n\n          Section 3.  Treatment of Company Preferred Stock.  (a) Subject to the\n                      ------------------------------------                     \nterms and conditions of this Agreement, each Stockholder agrees that,\nimmediately prior to the Effective Time, each share of the Series A Convertible\nParticipating Preferred Stock, par value $.01 per share, of the Company (the\n'Company Preferred Stock'), beneficially owned by such Stockholder shall be\n------------------------                                                   \nconverted into shares of Company Common Stock in accordance with the Company's\nCertificate of Designation for the Company Preferred Stock, which shares shall\nthen, in accordance with the terms of the Merger Agreement, be converted in the\nMerger into the right to receive shares of Acquiror Common Stock equal to the\nproduct of (i) the Exchange Ratio and (ii) the number of shares of Company\nCommon Stock issuable upon conversion of such share of Company Preferred Stock\nimmediately prior to the Effective Time (such conversion by any holder of\nCompany Common Stock is hereby referred to as the 'Company Preferred Stock\n                                                   -----------------------\nConversion').  Each Stockholder agrees to deliver the certificates evidencing\n----------                                                                   \nits Company Preferred Stock to the Company on or prior to the fifth business day\npreceding the Effective Time, along with appropriate instructions and\nauthorization to cause such shares of the Company Preferred Stock to be\nconverted to Company Common Stock as contemplated hereby.\n\n               (b)  In the event that any holder of Company Preferred Stock has\nnot agreed to make a Company Preferred Stock Conversion, as provided above, or\nfails to perform the obligations set forth above, each Stockholder hereby agrees\nto vote all of its Shares in favor of an amendment to the Certificate of\nDesignation or to the Restated Certificate of Incorporation of the Company, as\namended as of the date hereof (the 'Certificate of Incorporation'), in order to\n                                    ----------------------------               \ncause the conversion of all outstanding Company Preferred Stock in the Merger as\ncontemplated by Section 2.7(b) of the Merger Agreement.\n\n                                       2\n \n          Section 4.  Representations and Warranties of the Stockholders.  Each\n                      --------------------------------------------------       \nStockholder on its own behalf hereby represents and warrants to Acquiror with\nrespect to itself and its or her ownership of the Shares as follows:\n\n               (a)    Ownership of Shares.  On the date hereof, the Shares are \n                      -------------------\nowned beneficially by Stockholder or its nominee. Stockholder has sole voting\npower, without restrictions, with respect to all of the Shares.\n\n               (b)    Power, Binding Agreement.  Stockholder has the legal \n                      ------------------------ \ncapacity, power and authority to enter into and perform all of its obligations\nunder this Agreement. The execution, delivery and performance of this Agreement\nby Stockholder will not violate any material agreement to which Stockholder is a\nparty, including, without limitation, any voting agreement, stockholders'\nagreement, partnership agreement or voting trust. This Agreement has been duly\nand validly executed and delivered by Stockholder and constitutes a valid and\nbinding obligation of Stockholder, enforceable against Stockholder in accordance\nwith its terms, subject to applicable bankruptcy, insolvency, fraudulent\nconveyance, reorganization, moratorium and similar laws affecting creditors'\nrights and remedies generally and subject, as to enforceability, to general\nprinciples of equity (regardless of whether enforcement is sought in a\nproceeding at law or in equity).\n\n               (c)    No Conflicts.  The execution and delivery of this \n                      ------------\nAgreement do not, and the consummation of the transactions contemplated hereby\nwill not, conflict with or result in any violation of, or default (with or\nwithout notice or lapse of time, or both) under, or give rise to a right of\ntermination, cancellation or acceleration of any obligation or to loss of a\nmaterial benefit under, any provision of any loan or credit agreement, note,\nbond, mortgage, indenture, lease, or other agreement, instrument, permit,\nconcession, franchise, license, judgment, order, decree, statute, law,\nordinance, rule or regulation applicable to Stockholder or any of its properties\nor assets, other than such conflicts, violations or defaults or terminations,\ncancellations or accelerations which individually or in the aggregate do not\nmaterially impair the ability of Stockholder to perform its obligations\nhereunder.\n\n          Section 5.  No Solicitation.  Prior to the termination of this\n                      ---------------                                   \nAgreement in accordance with its terms, each Stockholder agrees, in its\nindividual capacity as a stockholder of the Company that (i) it will not, nor\nwill it authorize or permit any of its employees, agents and representatives to,\ndirectly or indirectly, (a) initiate, solicit or encourage any inquiries or the\nmaking of any Acquisition Proposal (as defined in the Merger Agreement), (b)\nenter into any agreement with respect to any Acquisition Proposal, or (c)\nparticipate in any discussions or negotiations regarding, or furnish to any\nperson any information with respect to, or take any other action to facilitate\nany inquiries or the making of any proposal that constitutes, or may reasonably\nbe expected to lead to, any Acquisition Proposal, and (ii) it will notify\nAcquiror as soon as possible if any such inquiries or proposals are received by,\nany information or documents is requested from, or any negotiations or\ndiscussions are sought to be initiated or continued with, it or any of its\naffiliates in its individual capacity; provided, that, notwithstanding the\nforegoing, each Stockholder shall not be prohibited from taking any such actions\nto the extent that the\n\n                                       3\n \nCompany or its Board of Directors is permitted to take such actions under the\nMerger Agreement, including without limitation Section 6.3 thereof.\n\n          Section 6.  Termination.  This Agreement shall terminate upon the\n                      -----------                                          \nearliest to occur of (i) the Effective Time (as such term is defined in the\nMerger Agreement) or (ii) any termination of the Merger Agreement in accordance\nwith the terms thereof; provided that the provisions of Section 9 of this\nAgreement shall survive any termination of this Agreement; and provided further\nthat no such termination shall relieve any party of liability for a willful or\nintentional breach hereof prior to termination.\n\n          Section 7.  Specific Performance.  The parties hereto agree that\n                      --------------------                                \nirreparable damage would occur in the event any provision of this Agreement was\nnot performed in accordance with the terms hereof and that the parties shall be\nentitled to specific performance of the terms hereof, in addition to any other\nremedy at law or in equity.\n\n          Section 8.  Fiduciary Duties.  Each Stockholder is signing this\n                      ----------------                                   \nAgreement solely in such Stockholder's capacity as an owner of his, her or its\nrespective Shares, and nothing herein shall prohibit, prevent or preclude such\nStockholder from taking or not taking any action in his or her capacity as an\nofficer or director of the Company, to the extent permitted by the Merger\nAgreement.\n\n          Section 9.  Miscellaneous.\n                      ------------- \n\n               (a)    This Agreement constitutes the entire agreement between\nthe parties hereto with respect to the subject matter hereof and supersedes all\nprior agreements and understandings, both written and oral, between the parties\nwith respect thereto. This Agreement may not be amended, modified or rescinded\nexcept by an instrument in writing signed by each of the parties hereto.\n\n               (b)  If any term or other provision of this Agreement is invalid,\nillegal or incapable of being enforced by any rule of law, or public policy, all\nother conditions and provisions of this Agreement shall nevertheless remain in\nfull force and effect.  Upon such determination that any term or other provision\nis invalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible to the fullest extent permitted by\napplicable law in a mutually acceptable manner in order that the terms of this\nAgreement remain as originally contemplated to the fullest extent possible.\n\n               (c)    This Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware without regard to the\nprinciples of conflicts of law thereof.\n\n               (d)    This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original and all of which together shall constitute one\nand the same instrument.\n\n                          [Signature pages to follow]\n\n                                       4\n \n          IN WITNESS WHEREOF, each of the parties hereto has caused this\nAgreement to be signed individually or by its respective duly authorized officer\nas of the date first written above.\n\n                                         MATTEL, INC.            \n                                                                 \n                                                                 \n                                         By:______________________________ \n                                              Name:         \n                                              Title:        \n                                                                 \n                                                                 \n                                         _________________________________ \n                                         Michael J. Perik        \n\n                                                                 \n                                         _________________________________\n                                         Kevin O'Leary           \n                                                                 \n                                                                 \n                                         _________________________________\n                                         Lamar Alexander         \n                                                                 \n                                                                 \n                                         _________________________________\n                                         Michael A. Bell         \n                                                                 \n                                                                 \n                                         _________________________________\n                                         Robert Gagnon           \n                                                                 \n                                                                 \n                                                                 \n                                         _________________________________ \n                                         Carolynn N. Reid-Wallace\n                                                                 \n                                                                 \n                                         _________________________________\n                                         Robert A. Rubinoff      \n                                                                 \n                                                                 \n                                         _________________________________\n                                         Paul J. Zepf            \n\n                                      S-1\n \n                              CENTRE CAPITAL INVESTORS II, L.P.               \n                              CENTRE CAPITAL TAX-EXEMPT                       \n                              INVESTORS II, L.P.                              \n                              CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.      \n                                                                              \n                              By:  Centre Partners II, L.P., as General Partner\n                                                                              \n                              By:  Centre Partners Management LLC,            \n                                   as Attorney-in-Fact                        \n                                                                              \n                                                                              \n                                                                              \n                              By:  ________________________________________ \n                                   Name:                                      \n                                   Title:                                     \n                                                                              \n                                                                              \n                              CENTRE PARALLEL MANAGEMENT                      \n                              PARTNERS, L.P.                                  \n                              CENTRE PARTNERS COINVESTMENT, L.P.              \n                                                                              \n                                                                              \n                                                                              \n                              By:  Centre Partners II LLC, as General Partner \n                                                                              \n                                                                              \n                                                                              \n                              By:  ________________________________________ \n                                   Name:                                      \n                                   Title:                                      \n\n                                      S-2\n \n                              STATE BOARD OF ADMINISTRATION OF\n                              FLORIDA\n\n                              By:  Centre Parallel Management Partners, L.P.,\n                                   as Manager\n\n                              By:  Centre Partners Management LLC,\n                                   as Attorney-in-Fact\n\n\n                              By:  ______________________________________\n                                   Name:\n                                   Title:\n\n                                      S-3\n \n                                  SCHEDULE I\n                                  ----------\n\n\n\n------------------------------------------------------------------------------------------- \n                                                                   Number of shares of\n                          Number of shares of Company         Company Series A Convertible\n                            Common Stock, par value          Participating Preferred Stock,\nName of Stockholder            $.01 per share                  par value $.01 per share\n-------------------------------------------------------------------------------------------  \n                                                       \n-------------------------------------------------------------------------------------------   \n \n-------------------------------------------------------------------------------------------   \n \n-------------------------------------------------------------------------------------------  \n\n-------------------------------------------------------------------------------------------   \nTotal\n-------------------------------------------------------------------------------------------\n\n \n                                    ANNEX A\n\n                                 FORM OF PROXY\n\nThe undersigned, for consideration received, hereby appoints Mattel, Inc., a\nDelaware corporation ('Acquiror'), its proxy to vote the shares of capital stock\n                       --------                                                 \nof The Learning Company, Inc., a Delaware corporation (the 'Company') (the\n                                                            -------       \n'Shares'), owned by the undersigned and described on Schedule I to the\n-------                                                               \nStockholder Support Agreement referred to below and which the undersigned is\nentitled to vote at any meeting of stockholders of the Company, and at any\nadjournment thereof, to be held for the purpose of considering and voting upon a\nproposal to approve and adopt the Agreement and Plan of Merger, dated as of\nDecember 13, 1998 (the 'Merger Agreement'), by and among the Company and\n                        ----------------                                \nAcquiror, providing for the merger (the 'Merger') of the Company with and into\n                                         ------                               \nAcquiror, FOR such proposal.  This proxy is subject to the terms of the\nStockholder Support Agreement, is coupled with an interest and revokes all prior\nproxies granted by the undersigned with respect to the Shares, is irrevocable\nand shall terminate and be of no further force or effect automatically at such\ntime as the Stockholder Support Agreement, dated as of December 13, 1998,\nbetween the undersigned and Acquiror, a copy of such Agreement being attached\nhereto, terminates in accordance with its terms.\n\n\n                                                    ________________________\n                                                    Name:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8145],"corporate_contracts_industries":[9403],"corporate_contracts_types":[9629,9633],"class_list":["post-43943","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mattel-inc","corporate_contracts_industries-consumer__toys","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43943","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43943"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43943"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43943"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43943"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}