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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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representation or warranty except for those expressly set forth in Article V, (b) no person has been authorized by the Company to make any representation or warranty relating to the Company or its business or otherwise in connection with the Merger and the other Transactions, and if made, any such representation or warranty will not be relied upon by Parent or Merger Sub as having been authorized by the Company, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent or Merger Sub or any of their respective Representatives are not and will not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article V.

ARTICLE VII

COVENANTS

7.1. Interim Operations.

(a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article IX (the “Interim Period”), except as otherwise (1) contemplated, required, or permitted by this Agreement, (2) required by any applicable Law, (3) approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned) or (4) set forth on Section 7.1(a) of the Disclosure Schedule, the Company will, and will cause each Subsidiary to, use its reasonable best efforts to conduct its business in all material respects in the ordinary course and in a manner consistent with past practice and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact and maintain in all material respects its current business organization, goodwill, assets and significant relationships with material suppliers, material tenants, material creditors and material lessors and other Persons with which the Company or any of its Subsidiaries has material business relations and Governmental Authorities, keep available the services of its then-current officers and key employees, and maintain the status of the Company as a REIT (it being agreed that no action by the Company or its Subsidiaries with respect to a matter specifically addressed by Section 7.1(b) will be deemed a breach of this Section 7.1(a) unless such action would constitute a breach of Section 7.1(b)).

(b) Without limiting the foregoing, during the Interim Period, except as otherwise (1) contemplated, required, or permitted by this Agreement, (2) required by any applicable Law, (3) approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned), such approval to be deemed granted if Parent has not responded to grant or deny any request for approval by the Company on or before the third Business Day following the date notice of such request was given to Parent in accordance with Section 10.6, or, in the event Parent shall make a reasonable request for more information regarding the request for approval, on the second Business Day following the date on which the Company provided the information requested to the representatives of Parent identified on Section 7.1(b) of the Disclosure Schedule in accordance with Section 10.6 or (4) set forth on Section 7.1(b) of the Disclosure Schedule, the Company will not, and will not permit its Subsidiaries to, do any of the following:

(i) amend the Organizational Documents of the Company or any of its Significant Subsidiaries, amend the Organizational Documents of any Subsidiary in any manner adverse to the Company (or that would be so adverse to the Surviving Corporation after the Effective Time) or waive or exempt any Person from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit,” as such terms are defined in the Company’s Articles of Amendment and Restatement as in effect on the date hereof;

(ii) adjust, split, combine, reclassify or subdivide any shares of beneficial interest or capital stock or other equity interests of the Company or any Subsidiary (except as expressly required under the Organizational Documents as the same may be amended in accordance with this Agreement of any such Subsidiary);

 

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