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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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that, with certain exceptions, the representations and warranties of the Company set forth in the merger agreement with respect to corporate authority, approval, takeover statutes and brokers and finders are true and correct in all respects as of the date of the merger agreement and as of the closing date as though made on and as of the closing date;

 

   

that, with certain exceptions, the representations and warranties of the Company set forth in the merger agreement with respect to the Company’s authorized, issued and outstanding stock and certain equity and debt securities of the Company are true and correct in all but de minimis respects as of date of the merger agreement and as of the closing date as though made on and as of the closing date;

 

   

that, with certain exceptions, the representations and warranties of the Company set forth in the merger agreement with respect to the ownership interest in, and absence of certain contracts or obligations in respect of, the Company’s and its subsidiaries’ securities, due organization, good standing and qualification are true and correct in all material respects as of date of the merger agreement and as of the closing date as though made on and as of the closing date;

 

   

the Company having performed in all material respects the covenants, agreements and obligations required to be performed by it under the merger agreement at or prior to the closing date;

 

   

since the date of the merger agreement, the absence of a material adverse effect (as defined in the section entitled “The Merger Agreement—Material Adverse Effect” beginning on page [●]);

 

   

the Company having received a written opinion of nationally recognized tax counsel, as of the closing date, to the effect that commencing with the Company’s taxable year ended December 31, 2016, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation through the date of the opinion has enabled it, and its proposed method of operation will continue to enable it, to meet the requirements for qualification and taxation as a REIT; and

 

   

Parent having received at the closing a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the effect that all the conditions described in the bullets above, except for the receipt of the REIT opinion described in the preceding bullet, have been satisfied or waived.

The obligations of the Company to effect the merger are also subject to the satisfaction or, to the extent permitted by applicable law, waiver by the Company at or prior to the closing of the following conditions:

 

   

that the representations and warranties of Parent and Merger Sub set forth in the merger agreement are true and correct in all material respects as of the date of the merger agreement and as of the closing date as though made on and as of the closing date, except where the failure of such representations and warranties to be true and correct would not prevent or materially delay the consummation of the merger and the other transactions contemplated by the merger agreement or otherwise prevent Parent and Merger Sub from performing any of their material obligations under the merger agreement;

 

   

each of Parent and Merger Sub having performed in all material respects the covenants, agreements and obligations required to be performed by it under the merger agreement at or prior to the closing date; and

 

   

the Company having received at the closing a certificate signed on behalf of Parent and Merger Sub by an executive officer of Parent to the effect that the conditions in the bullets above have been satisfied or waived.

Termination of the Merger Agreement

The merger agreement may be terminated and the merger and other transactions contemplated thereby may be abandoned at any time prior to the effective time as follows:

 

   

by mutual written consent of the Company and Parent;

 

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