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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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incentive awards, or amend or modify the terms of any outstanding awards, under any Company employee benefit and compensation plan, (5) take any action to accelerate the vesting or lapsing of restrictions or payment or fund or in any other way secure the payment of compensation or benefits under any Company employee benefit and compensation plan, (6) hire any person to be an officer or employee of the Company or any of its subsidiaries or engage any other individual independent contractor to provide services to the Company or any of its subsidiaries, other than the hiring of employees with annual base salary or base wage not in excess of $300,000 or the engaging of individual independent contractors with annual fees not in excess of $300,000 in the ordinary course of business consistent with past practice or (7) forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any current or former employee, officer, non-employee director, natural person independent contractor or consultant of the Company or any of its subsidiaries;

 

   

(1) become a party to, establish, adopt, amend, extend, commence participation in or terminate any collective bargaining agreement or other agreement or arrangement with a labor union, labor organization or other employee-representative body or (2) recognize or certify any labor union, labor organization or other employee-representative body as the bargaining representative for any employees of the Company or any of its subsidiaries;

 

   

(1) form any new subsidiaries, other than wholly owned subsidiaries, or any new joint ventures (other than pursuant to an Existing M&A Agreement), (2) consent to any amendment or modification of the terms of any existing joint venture, (3) take any binding action with respect to any major decision, buy/sell, right of first offer, right of first refusal, forced sale, buyout, deadlock or other similar rights under any existing joint venture or (4) take any binding action (or fail to take any action) under any existing joint venture, including, without limitation, resigning as managing member or general partner thereof, that would reduce or diminish its rights thereunder;

 

   

amend or modify the compensation terms or any other obligations of the Company contained in the engagement letters with Lazard or Goldman Sachs in a manner adverse to the Company and its subsidiaries, taken as a whole, or engage other financial advisors in connection with the transactions contemplated by the merger agreement;

 

   

enter into any contract, agreement, commitment or arrangement between the Company or any subsidiary, on the one hand and any affiliates (other than the subsidiaries) of the Company, on the other hand, except for any such contracts, agreements, commitments or arrangements with directors, officers or employees otherwise permitted by the merger agreement;

 

   

take any action (or fail to take any action within the power of the Company) that would make dissenters’, appraisal or similar rights available to the holders of common stock with respect to the merger or the other transactions contemplated by the merger agreement;

 

   

take any action (or fail to take any action) that would reasonably be expected to cause: (1) the Company to fail to qualify as a REIT, (2) any subsidiary of the Company that is a partnership or disregarded entity for U.S. federal income tax purposes to be treated as a regarded corporation for U.S. federal income tax purposes or (3) any subsidiary of the Company that is a taxable REIT subsidiary or a REIT, as the case may be, to cease to be treated as such;

 

   

fail to exercise any extension option under any Existing M&A Agreement;

 

   

take any action to re-activate the Company’s dividend reinvestment plan;

 

   

enter into any contract that would be a credit support agreement if it had been entered into prior to the execution of the merger agreement, except as required pursuant to the Existing M&A Agreements;

 

   

take any action (or fail to take any action) that would result in an adjustment, reset or other change in the rent under any ground lease or a material lease or sublease as identified in the confidential disclosure schedule with respect to a company property other than as required under the terms thereof;

 

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