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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

ARTICLE III

DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

3.1. Directors of the Surviving Corporation. The parties will take all actions necessary (including by so designating in the Articles of Merger) so that the directors of Merger Sub as of immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation until their respective successors have been duly elected and qualified or until their earlier death, resignation, or removal in accordance with the MGCL, the Charter, and the Bylaws.

3.2. Officers of the Surviving Corporation. The parties will take all actions necessary so that the officers of the Company as of immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the MGCL, the Charter, and the Bylaws.

ARTICLE IV

EFFECT OF THE MERGER ON CAPITAL STOCK

4.1. Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger, without any action on the part of the holder of any capital stock of the Company or Merger Sub:

(a) Merger Consideration. Each share of Class A Common Stock, par value $0.01 per share, of the Company (each, a “Share” and collectively, the “Shares”) (excluding any Shares granted in the form of Company Restricted Shares, Company Performance Shares, or Company Other Awards, which will be treated in accordance with Section 4.3) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent, in each case not held on behalf of third parties (each, an “Excluded Share” and collectively, “Excluded Shares”)) will be converted into the right to receive an amount in cash equal to $25.35 per Share (as may be reduced pursuant to Section 7.1(b)(viii), the “Merger Consideration”). At the Effective Time, the Shares (excluding any Shares granted in the form of Company Restricted Shares, Company Performance Shares, or Company Other Awards, which will be treated in accordance with Section 4.3) will cease to be outstanding, will be cancelled, and will cease to exist as of the Effective Time, and thereafter each certificate formerly representing any Shares (other than Excluded Shares) (each, a “Stock Certificate”) and each book entry account formerly representing any non-certificated Shares (other than Excluded Shares) (each, a “Book Entry Share”) will thereafter represent only the right to receive the Merger Consideration, without interest.

(b) Cancellation of Excluded Shares. Each Excluded Share will cease to be outstanding, will be cancelled without payment of any consideration therefor, and will cease to exist.

(c) Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation.

4.2. Surrender of Shares.

(a) Appointment of Paying Agent. Prior to the Closing, Parent and Merger Sub will appoint a bank or trust company reasonably acceptable to the Company to serve as the paying agent (the “Paying Agent”) in connection with the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”) and will enter into an agreement with the Paying Agent reasonably acceptable to the Company relating to the Paying Agent’s responsibilities with respect to this Agreement.

(b) Deposit of Merger Consideration. At or prior to the Closing, Parent or Merger Sub will deposit, or will cause to be deposited, with the Paying Agent, in trust for the benefit of the holders of Shares

 

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