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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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(xiii) relates to the formation, creation, operation, management or control of a joint venture, partnership, strategic alliance or similar arrangement that is material to the Company or relates to or involves a sharing of revenues, profits, losses, costs or liabilities by the Company or any Subsidiary with any Person;

(xiv) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing Indebtedness of any Person in excess of $10,000,000 (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business in each case to the extent not drawn upon), except for any Contract solely among or between the Company and its wholly owned Subsidiaries;

(xv) is a Ground Lease;

(xvi) pursuant to which Intellectual Property material to the operation of the Company’s or its Subsidiaries’ businesses is licensed to the Company or its Subsidiaries by any third party (other than commercially available software or software services) or is licensed by the Company or its Subsidiaries to any third party;

(xvii) is a collective bargaining agreement or other agreement or arrangement with a labor union, labor organization or other employee representative body; or

(xviii) includes an “earnout” or other contingent, deferred or fixed payment obligation of the Company or any of its Subsidiaries that has not been paid in full as of the date of this Agreement and is material to the Company and its Subsidiaries, taken as a whole.

(b) The Company has made available to Parent correct and complete copies of all written Material Contracts required to be identified in Section 5.11(a) of the Disclosure Schedule, including all amendments thereto, as in effect as of the date of this Agreement.

(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Material Contract is a valid and binding agreement of the Company or any of its Subsidiaries party thereto, enforceable against the Company or any of its Subsidiaries and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Material Contract and, to the Knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Material Contract prior to the date hereof. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, no other party thereto, is (or, with or without notice or lapse of time would be) in default under or breach of the terms of any Material Contract. None of the Company or any Subsidiary has received written notice of any violation or default under any Material Contract, except for violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Company or any Subsidiary has received written notice of termination under any Material Contract, and, to the Knowledge of the Company, no party to any Material Contract has threatened to cancel any Material Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.12. Takeover Statutes. Assuming the accuracy of Parent and Merger Sub’s representations and warranties, the Company Board has taken all action necessary to exempt this Agreement and the Merger and the other Transactions from the requirements of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other takeover Laws and the limitations on transfer and ownership set forth in the charter of the Company. There is no stockholder rights plan or “poison pill” antitakeover plan in effect to which the Company or any of its Subsidiaries is subject, party to or otherwise bound. No dissenters’, appraisal or similar rights are available to the holders of the Shares with respect to the Merger or the other Transactions.

 

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