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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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(d) Since the close of business on July 27, 2018 through the date of this Agreement, no Shares have been issued, except pursuant to the exercise or settlement of Company Equity Awards outstanding on or prior to the close of business on July 27, 2018 in accordance with the terms of the Stock Plan.

(e) Except as set forth in this Section 5.2, the Company does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or other securities convertible into or exercisable for equity securities having the right to vote) with the Stockholders on any matter.

(f) Section 5.2(f) of the Disclosure Schedule sets forth, as of the close of business on July 27, 2018, all outstanding Company Equity Awards, including the number of Shares covered by or subject to the award (including, with respect to Company Performance Shares, the target and maximum number of Shares subject to the award). Section 5.2(f) of the Disclosure Schedule also sets forth, as of the close of business on July 27, 2018, with respect to all outstanding Company Equity Awards, the holder, date of grant, vesting schedule, the company equity plan or arrangement under which the award was granted and, where applicable, the exercise price and term.

(g) Section 5.2(g) of the Disclosure Schedule sets forth as of the date of this Agreement (i) each Subsidiary of the Company, the percentage of ownership interest held, directly or indirectly, by the Company in each such Subsidiary, the jurisdiction of incorporation or formation of each such Subsidiary, and, to the Knowledge of the Company, the name(s) of and percentage of ownership interest of any other Person in each such Subsidiary and (ii) any capital stock, equity interest or other ownership interest of the Company or any Subsidiary of the Company in any other Person, together with the jurisdiction of incorporation or formation of each such other Person.

(h) Other than pursuant to the Organizational Documents of the Company or any Subsidiary of the Company, the Company is not a party to or bound by, any agreements or understandings concerning the voting (including voting trusts and proxies) of any shares of beneficial interest or capital stock or other equity interests of the Company or any Subsidiary.

(i) None of the Company or any of its Subsidiaries is under any obligation, contingent or otherwise, by reason of any contract to register the offer and sale or resale of any of their securities under the Securities Act of 1933, as amended (the “Securities Act”). There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Shares or equity interests of any Subsidiary other than, in the case of any JV, solely with respect to such JV, as set forth in its Organizational Documents as the same may be amended in accordance with this Agreement.

(j) As promptly as practicable after the date of this Agreement (and in any event prior to the time that any dividend is declared or paid that would be eligible for reinvestment pursuant to the Company’s dividend reinvestment plan), the Company shall have suspended its dividend reinvestment plan.

(k) As of the date of this Agreement, neither the Company nor any Significant Subsidiary has filed for bankruptcy or filed for reorganization under the U.S. federal bankruptcy Laws or similar state or federal Law, become insolvent or become subject to conservatorship or receivership.

(l) Section 5.2(l) of the Disclosure Schedule sets forth for each of the 2018 Convertible Notes and the 2020 Convertible Notes the true and correct adjusted “Conversion Rate” (as defined in the applicable indenture) and Schedule A to the applicable indenture in effect as of the date hereof.

5.3. Corporate Authority; Approval.

(a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement, perform its obligations hereunder, and, subject only to approval of the Merger by the holders of a majority of the outstanding Shares entitled to vote on such matter at a Stockholders’ meeting duly called and held for such purpose (the “Requisite Stockholder Vote”), to consummate the Merger. With respect to the Company, the Requisite Stockholder Vote is the only vote of holders of securities (or securities or other rights of any kind convertible or exchangeable into securities of the Company) of the Company required to approve the Merger. This Agreement has been duly executed and

 

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