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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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extent consistent therewith, use its commercially reasonable efforts to preserve intact and maintain in all material respects its current business organization, goodwill, assets and significant relationships with material suppliers, material tenants, material creditors and material lessors and other persons with which the Company or any of its subsidiaries has material business relations and governmental authorities, keep available the services of its then-current officers and key employees and maintain the status of the Company as a REIT.

We have also agreed that during the interim period, except as otherwise contemplated, required or permitted by the merger agreement or the confidential disclosure schedule, required by any applicable law or approved by Parent in writing, the Company will not, and will not permit its subsidiaries to, among other things:

 

   

amend the organizational documents of the Company or certain significant subsidiaries, amend the organizational documents of any subsidiary in any manner adverse to the Company or waive or exempt any person from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit,” as such terms are defined in the Company’s charter as in effect on July 30, 2018;

 

   

adjust, split, combine, reclassify or subdivide any shares of beneficial interest or capital stock or other equity interests of the Company or any subsidiary;

 

   

(1) merge or consolidate with any other person, except for any such transaction solely between or among wholly owned subsidiaries that would not impose any changes or restrictions on such subsidiaries’ assets, operations or business or on the assets, operations and business of the Company and its subsidiaries taken as a whole that, individually or in the aggregate, would be adverse to Parent or any of its subsidiaries or (2) restructure, reorganize, recapitalize, completely or partially liquidate or dissolve or otherwise enter into any agreement or arrangement imposing any changes or restrictions on the assets, operations or business of the Company or any of its subsidiaries, other than the dissolution of any shell entities wholly owned by the Company;

 

   

acquire (including by merger, consolidation or acquisition of equity interests or assets or any other business combination) any material personal property, real property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except pursuant to any Existing M&A Agreement (as the term is defined in the merger agreement) in accordance with its terms and conditions in effect on July 30, 2018;

 

   

redeem, repurchase or otherwise acquire, directly or indirectly, any shares or capital stock or other equity interests of the Company or a subsidiary, other than: (1) the acquisition by the Company of shares of common stock in connection with the surrender of shares of common stock by holders of stock options in order to pay the exercise price of such stock options and taxes withheld in connection with the exercise of stock options, (2) to the extent required under the applicable organizational documents of such entity as may be amended in accordance with the merger agreement, (3) the withholding of shares of common stock to satisfy withholding tax obligations with respect to awards granted pursuant to equity awards and (4) the acquisition by the Company in the ordinary course of business consistent with past practice in connection with the forfeiture of awards pursuant to the terms of equity awards upon termination of employment or service of an award holder or due to the applicable vesting conditions of such awards not being satisfied;

 

   

issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or any lien against, or otherwise enter into any contract or understanding with respect to the voting of, any shares of capital stock of the Company or any of its subsidiaries or any securities convertible into, exercisable or exchangeable for any shares of such capital stock, or any rights, warrants or options to acquire any shares of such capital stock or such convertible or exchangeable securities, in each case other than: (1) any such transaction between or among the Company and its wholly owned subsidiaries, (2) to the extent required under the applicable organizational documents of such entity as may be amended in accordance with the merger agreement, (3) upon the exercise of purchase rights under the Company ESPP, (4) upon the exercise, vesting or settlement of equity awards, (5) upon the conversion of any of the Company’s convertible senior notes

 

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