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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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by either the Company or Parent if:

 

   

the closing has not occurred on or before January 30, 2019 (as it may be extended from time to time by the mutual written consent of the Company and Parent) (the “outside date”), provided that such date will be extended during the pendency of any action to specifically enforce the terms of the merger agreement (an “outside date termination”);

 

   

the requisite stockholder vote is not obtained at the Company’s stockholder meeting or at any postponement or adjournment thereof (and such meeting was concluded, including if such meeting was concluded without a vote to approve the Merger Proposal, subject to the Company’s right to adjourn the special meeting in accordance with the merger agreement) (a “no vote termination”); or

 

   

a final, nonappealable governmental order has been entered permanently prohibiting consummation of the merger;

 

   

by the Company if:

 

   

there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub, such that the conditions precedent to the Company’s obligation to close relating to the accuracy of Parent’s and Merger Sub’s representations and warranties and performance by them of their obligations would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (1) 30 days after written notice thereof is given to Parent and (2) three business days prior to the outside date (“Parent breach termination”);

 

   

prior to the time, but not after, the requisite stockholder vote is obtained, our Board authorizes the Company to enter into an alternative acquisition agreement with respect to a superior proposal, but only so long as the Company pays to Parent the $261 million termination payment (as described below) and has complied with the covenants relating to acquisition proposals and change of recommendation in all material respects under the merger agreement (a “superior proposal termination”); or

 

   

(1) all conditions precedent to Parent’s obligation to consummate the merger have been satisfied, including that the stockholders of the Company have approved the Merger Proposal, any applicable waiting period under the HSR Act has expired or been earlier terminated, and no court or governmental order prohibits the consummation of the merger, (2) written notice has been delivered to Parent on or after the designated closing date that the conditions precedent to the Company’s obligation to consummate the merger have been satisfied and the Company is irrevocably ready, willing and able to consummate the closing and (3) Parent and Merger Sub fail to consummate the closing within the earlier of one business day before the outside date and three business days after the notice in (2) is delivered, and the Company has stood ready, willing and able to effect the closing through the end of such period (“financing failure termination”);

 

   

by Parent if:

 

   

there has been a breach of any representation, warranty, covenant or agreement made by the Company, such that the conditions precedent to Parent’s and Merger Sub’s obligations to close relating to the accuracy of the Company’s representations and warranties and performance by the Company of its obligations would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (1) 30 days after written notice thereof is given to the Company and (2) three business days prior to the outside date (a “Company breach termination”);

 

   

prior to the time, but not after, the requisite stockholder vote is obtained, our Board has made a change of recommendation (a “change of recommendation termination”); or

 

   

prior to the time, but not after, the requisite stockholder vote is obtained, the Company or any director has committed a willful and material breach of the covenant under the merger agreement

 

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