Common use of Control of Process Clause in Contracts

Control of Process. Each Member shall, and shall cause the Directors appointed by such Member to, cooperate with the other Member and the Company in good faith and take all necessary or desirable actions within its control in support of all steps, actions and other matters necessary or desirable to effectuate any Sale in accordance with this Article 15 for the highest price reasonably attainable and shall not take any action to frustrate the timely effectuation of any such Sale. If the Members are not able to mutually agree on any Sale matter and the subsequent good faith efforts of the Members do not resolve the deadlock (e.g., which bid constitutes a Superior Offer under Section 15.04(b)(2)), either Discovery or Hasbro may trigger the deadlock procedures under Section 7.03(c); provided that any time periods applicable to the procedures set forth in this Article 15 shall toll until the resolution of any such deadlock. In the event the designated representatives do not resolve the deadlock within ten (10) days after initially conferring, either Discovery or Hasbro may elect for the Members to engage a Third Party Appraiser or another mutually agreed third party arbiter to resolve such matter and, upon such engagement, the Members shall submit to the Third-Party Appraiser or other arbiter their respective position in writing together with reasonable supporting materials. The Third-Party Appraiser’s or other arbiter’s determination shall be final and binding on the parties for the purposes herein and the costs and fees of the Third-Party Appraiser or other arbiter shall be borne by the non-prevailing Member. Notwithstanding the foregoing, in the event of an auction and a proposed Sale to a third party following a termination pursuant to Section 15.01(g) or (h), the terminating Member shall have the authority and right to make final decisions on any Sale matter as to which the Members are not able to agree, so long as such terminating Member (w) makes decisions consistent with the other terms and procedures set forth in this Article 15, (x) consults with the non-terminating Member in good faith and keeps the non-terminating Member informed of its decisions, and (y) acts in good faith for the purposes of maximizing the value to the Members resulting from such Sale in a commercially reasonable and non-discriminatory manner with respect to such non-terminating Member. To the extent the terminating Member agrees to provide representations and warranties (including with respect to the Company and the Business) and/or agrees to accept monetary indemnification obligations in connection with a Sale to a third party, the non-terminating Member shall be obligated to provide and accept them also to the extent they are customary, pro rata as between the Members (based on each Member’s Percentage Interest) and, without limiting the foregoing, the maximum liability in connection therewith is the non-terminating Member’s pro rata share (based on Percentage Interest) of the proceeds of such Sale. If there is a dispute as to whether any such proposed provisions are customary, such dispute shall be resolved in accordance with the procedures set forth in the second, third and fourth sentences of this Section 15.04(b)(6). The terms of a Sale to a third party may not impose non-monetary liabilities or obligations on the non-terminating Member without the consent of the non-terminating Member; provided that such consent shall not be unreasonably withheld, conditioned or delayed to the extent such non-monetary liabilities or obligations are ministerial in nature or otherwise necessary to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company. At the closing of such Sale, the Transferor Member(s) shall deliver, against delivery of the purchase price in cash, all such customary documents and instruments as are reasonably requested by the Transferee to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company.

Control of Process. Each Member shall, and shall cause the Directors appointed by such Member to, cooperate with the other Member and the Company in good faith and take all necessary or desirable actions within its control in support of all steps, actions and other matters necessary or desirable to effectuate any Sale in accordance with this Article 15 for the highest price reasonably attainable and shall not take any action to frustrate the timely effectuation of any such Sale. If the Members are not able to mutually agree on any Sale matter and the subsequent good faith efforts of the Members do not resolve the deadlock (e.g., which bid constitutes a Superior Offer under Section 15.04(b)(2)), either Discovery or Hasbro may trigger the deadlock procedures under Section 7.03(c); provided that any time periods applicable to the procedures set forth in this Article 15 shall toll until the resolution of any such deadlock. In the event the designated representatives do not resolve the deadlock within ten (10) days after initially conferring, either Discovery or Hasbro may elect for the Members to engage a Third Party Appraiser or another mutually agreed third party arbiter to resolve such matter and, upon such engagement, the Members shall submit to the Third-Party Appraiser or other arbiter their respective position in writing together with reasonable supporting materials. The Third-Party Appraiser’s 's or other arbiter’s 's determination shall be final and binding on the parties for the purposes herein and the costs and fees of the Third-Party Appraiser or other arbiter shall be borne by the non-prevailing Member. Notwithstanding the foregoing, in the event of an auction and a proposed Sale to a third party following a termination pursuant to Section 15.01(g15.01(h) or (hHasbro Material Breach), the terminating Member Discovery shall have the authority and right to make final decisions on any Sale matter as to which the Members are not able to agree, so long as such terminating Member Discovery (w) makes decisions consistent with the other terms and procedures set forth in this Article 15, (x) consults with the non-terminating Member Hasbro in good faith and keeps the non-terminating Member Hasbro informed of its decisions, and (y) acts in good faith for the purposes of maximizing the value to the Members resulting from such Sale in a commercially reasonable and non-discriminatory manner with respect to such non-terminating MemberHasbro. To the extent the terminating Member Discovery agrees to provide representations and warranties (including with respect to the Company and the Business) and/or agrees to accept monetary indemnification obligations in connection with a Sale to a third party, the non-terminating Member Hasbro shall be obligated to provide and accept them also to the extent they are customary, pro rata as between the Members (based on each Member’s 's Percentage Interest) and, without limiting the foregoing, the maximum liability in connection therewith is the non-terminating Member’s Hasbro's pro rata share (based on Percentage Interest) of the proceeds of such Sale. If there is a dispute as to whether any such proposed provisions are customary, such dispute shall be resolved in accordance with the procedures set forth in the second, third and fourth sentences of this Section 15.04(b)(6). The terms of a Sale to a third party may not impose non-monetary liabilities or obligations on the non-terminating Member Hasbro without the consent of the non-terminating MemberHasbro; provided that such consent shall not be unreasonably withheld, conditioned or delayed to the extent such non-monetary liabilities or obligations are ministerial in nature or otherwise necessary to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company. At the closing of such Sale, the Transferor Member(s) shall deliver, against delivery of the purchase price in cash, all such customary documents and instruments as are reasonably requested by the Transferee to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company.

Control of Process. Each Member shallNotwithstanding anything herein to the contrary: (i) At any time following the earlier of (x) the third anniversary of the date of this Agreement and (y) the date on which a Partnership Split-Up is initiated other than by the Company, Carlyle shall control, and make all decisions regarding, the process of a Sale, Qualified IPO, Recap or Partnership Split-Up (including, but not limited to, with respect to a Partnership Split-Up, the separation of Partnership assets, the election of groups of Partnership assets, the timing, and the hiring of advisors, as appropriate, and with respect to a Sale, Qualified IPO or Recap, the selection of buyers, the timing and hiring of advisors, the pricing, the terms and conditions of the transaction, the sale of any assets in connection with a Sale, and the drafting of documentation (the “Principal Decisions”)). The Principal Decisions shall be made in accordance with any applicable limitations contained in this Agreement (for example, the limitations on Other Eligible Sale Consideration set forth in the definition of such term). To effectuate the forgoing, the parties shall cause there to be designated a committee of the Directors appointed Board, comprised of three Carlyle representatives and two representatives selected by a majority in interest of the Series A Securityholders, to make all such Member decisions and take all related actions required by the Board. (ii) At any time when subparagraph (i) above does not apply, the Board shall control, and make all decisions regarding, the process of a Sale, Qualified IPO, Recap or Partnership Split-Up (including, but not limited to, the Principal Decisions). (iii) In connection with decisions pursuant to this Section 4(c), Carlyle and the Board shall cooperate fully and in good faith, Carlyle shall consult with the other Member and the Company Series A Securityholders in good faith and take all necessary or desirable actions within its control keep the Series A Securityholders informed of the status of the transaction, and Carlyle, the Board and the Series A Securityholders shall use their commercially reasonable efforts to ensure that the process is fair to such parties. In addition, in support of all steps, actions and other matters necessary or desirable to effectuate connection with any Sale in accordance with this Article 15 for the highest price reasonably attainable and shall not take any action to frustrate the timely effectuation or Subsequent Sale as a result of any such Sale. If the Members are not able to mutually agree on any Sale matter and the subsequent good faith efforts of the Members do not resolve the deadlock (e.g.which Carlyle, which bid constitutes a Superior Offer under Section 15.04(b)(2)), either Discovery or Hasbro may trigger the deadlock procedures under Section 7.03(c); provided that any time periods applicable to the procedures set forth in this Article 15 shall toll until the resolution of any such deadlock. In the event the designated representatives do not resolve the deadlock within ten (10) days after initially conferring, either Discovery or Hasbro may elect for the Members to engage a Third Party Appraiser or another mutually agreed third party arbiter to resolve such matter and, upon such engagementSRK, the Members shall submit SRK Related Parties and MSW continue to the Third-Party Appraiser or other arbiter their respective position in writing together with reasonable supporting materials. The Third-Party Appraiser’s or other arbiter’s determination shall be final and binding on the parties for the purposes herein and the costs and fees of the Third-Party Appraiser or other arbiter shall be borne by the non-prevailing Member. Notwithstanding the foregoing, in the event of an auction and a proposed Sale to a third party following a termination pursuant to Section 15.01(g) or (h)own Company Common Stock, the terminating Member shall have the authority and right to make final decisions on any Sale matter as to which the Members are not able to agree, so long as such terminating Member (w) makes decisions consistent with the other terms and procedures set forth in this Article 15, (x) consults with the non-terminating Member in good faith and keeps the non-terminating Member informed of its decisions, and (y) acts in good faith for the purposes of maximizing the value to the Members resulting from such Sale in a commercially reasonable or Subsequent Sale shall provide that each of Carlyle, SRK, the SRK Related Parties and non-discriminatory manner with respect to such non-terminating Member. To the extent the terminating Member agrees to provide representations and warranties (including MSW will have substantially equivalent rights with respect to the Company and Transfer of all of the Business) and/or agrees Equity Securities to accept monetary indemnification obligations in connection with a Sale be retained by them after consummation of such transaction (provided, that such rights shall not include the provision of drag-along rights to a third partySRK, the non-terminating Member shall be obligated to provide SRK Related Parties and accept them also to the extent they are customary, pro rata as between the Members (based on each Member’s Percentage Interest) and, without limiting the foregoing, the maximum liability in connection therewith is the non-terminating Member’s pro rata share (based on Percentage Interest) of the proceeds of such Sale. If there is a dispute as to whether any such proposed provisions are customary, such dispute shall be resolved in accordance with the procedures set forth in the second, third and fourth sentences of this Section 15.04(b)(6MSW). The terms of a Sale to a third party may not impose non-monetary liabilities or obligations on the non-terminating Member without the consent of the non-terminating Member; provided that such consent shall not be unreasonably withheld, conditioned or delayed to the extent such non-monetary liabilities or obligations are ministerial in nature or otherwise necessary to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company. At the closing of such Sale, the Transferor Member(s) shall deliver, against delivery of the purchase price in cash, all such customary documents and instruments as are reasonably requested by the Transferee to transfer and convey the Membership Interests to the Transferee, free and clear of all Liens, other than those created by or under this Agreement, under federal or state securities laws or by the Company.