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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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Table of Contents

1.2. Closing. Unless otherwise mutually agreed in writing by the Company and Parent, the closing of the Merger (the “Closing”) will take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York at 9:00 a.m. (New York City time) on the third Business Day (the date on which the Closing takes place, the “Closing Date”) following the first day on which the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied only at the Closing but subject to the satisfaction or waiver of those conditions at the Closing in accordance with this Agreement) will be satisfied or waived in accordance with this Agreement; provided, however, that if the Marketing Period has not ended at the time of satisfaction or waiver of all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied only at the Closing but subject to the satisfaction or waiver of those conditions at the Closing in accordance with this Agreement) the Closing shall occur on the earlier to occur of (a) a date during the Marketing Period specified by Parent on no less than three Business Days’ notice to the Company and (b) the third Business Day immediately following the final day of the Marketing Period (subject in each case to the satisfaction or waiver of all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied only at the Closing but subject to the satisfaction or waiver of those conditions at the Closing in accordance with this Agreement) for the Closing as of the date determined pursuant to this proviso), or such other date, time, or place as agreed to in writing by the parties hereto, it being agreed that in the event the Outside Date falls on or within three Business Days after the final day of the Marketing Period, the Outside Date shall be deemed to be extended to the fourth Business Day immediately following the final day of the Marketing Period, and provided, further, that, in no event shall the Closing be required to occur prior to the earliest to occur of (i) a date specified by Parent on no less than three Business Days’ notice to the Company, (ii) the third Business Day after the receipt and effectiveness of all consents set forth on Section 1.2 of the Disclosure Schedule and (iii) December  10, 2018.

1.3. Effective Time. As soon as practicable following, and on the date of, the Closing, the Company and Merger Sub will cause the Merger to be consummated by executing, acknowledging and filing with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) the articles of merger with respect to the Merger (the “Articles of Merger”), in such form as required by, and executed in accordance with, the relevant provisions of the MGCL. The Merger will become effective at the time when the Articles of Merger are accepted for record by the SDAT or at such later time (not to exceed 30 days from the date the Articles of Merger are accepted for record by the SDAT) as may be agreed by the Company and Parent in writing and specified in the Articles of Merger (the “Effective Time”).

ARTICLE II

CHARTER AND BYLAWS OF THE SURVIVING CORPORATION

2.1. Charter of the Surviving Corporation. At the Effective Time, the charter of the Company as in effect immediately prior to the Effective Time shall be amended as part of the Merger substantially as set forth in Exhibit A, which shall be attached to the Articles of Merger, and as so amended as part of the Merger will be the charter of the Surviving Corporation (the “Charter”) until thereafter amended, supplemented, corrected or restated, subject to Section 7.11 (Indemnification; Directors and Officers Insurance), as provided therein or as provided by applicable Laws.

2.2. Bylaws of the Surviving Corporation. The bylaws of the Surviving Corporation in effect from and after the Effective Time shall be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (the “Bylaws”) until thereafter amended, subject to Section 7.11 (Indemnification; Directors and Officers Insurance), as provided therein or by applicable Law, except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation.

 

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