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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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(iii) (1) adopt a plan of merger, merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transaction solely between or among wholly owned Subsidiaries that would not impose any changes or restrictions on such Subsidiaries’ assets, operations or business or on the assets, operations and business of the Company and its Subsidiaries taken as a whole that, individually or in the aggregate, would be adverse to Parent or any of its Subsidiaries, or (2) restructure, reorganize, recapitalize, completely or partially liquidate, or dissolve, or otherwise enter into any agreement or arrangement imposing any changes or restrictions on, the assets, operations or business of the Company or any of its Subsidiaries, other than the dissolution of any shell entities wholly-owned by the Company;

(iv) acquire (including by merger, consolidation or acquisition of equity interests or assets or any other business combination) any material personal property, real property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except pursuant to any Existing M&A Agreements in accordance with their terms and conditions in effect on the date hereof;

(v) redeem, repurchase or otherwise acquire, directly or indirectly, any Shares or capital stock or other equity interests of the Company or a Subsidiary, other than (1) the acquisition by the Company of Shares in connection with the surrender of Shares by holders of the Company Options in order to pay the exercise price of such Company Option and Taxes withheld in connection with the exercise of Company Options, (2) to the extent required under the applicable Organizational Documents of such entity as the same may be amended in accordance with this Agreement, (3) the withholding of Shares to satisfy withholding Tax obligations with respect to awards granted pursuant to Company Equity Awards, and (4) the acquisition by the Company in the ordinary course of business consistent with past practice in connection with the forfeiture of awards pursuant to the terms of the Company Equity Awards upon termination of employment or service of an award holder or due to the applicable vesting conditions of such awards not being satisfied;

(vi) issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against, or otherwise enter into any Contract or understanding with respect to the voting of, any shares of capital stock of the Company or any of its Subsidiaries or any securities convertible into, exercisable or exchangeable for any shares of such capital stock, or any rights, warrants or options to acquire any shares of such capital stock or such convertible or exchangeable securities, in each case other than (1) any such transaction between or among the Company and its wholly owned Subsidiaries, (2) to the extent required under the applicable Organizational Documents of such entity as the same may be amended in accordance with this Agreement, (3) upon the exercise of purchase rights under the Company ESPP, (4) upon the exercise, vesting or settlement of Company Equity Awards, (5) upon the conversion of any 2018 Convertible Notes or 2020 Convertible Notes, and (6) upon the exchange of any Class A Common Units, in the case of each of clauses (2)-(6) of this Section 7.1(b)(vi) that are outstanding as of the date of this Agreement (and in accordance with their terms) or are granted after the date hereof in accordance with this Agreement;

(vii) make any loans, advances, investments or capital contributions to any Person (other than the Company or any wholly owned Subsidiary) in excess of $5,000,000 in the aggregate, except as required under the applicable Organizational Documents of an entity as the same may be amended in accordance with this Agreement (provided that the Company or applicable Subsidiary has exercised all of its respective rights under such Organizational Documents);

(viii) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any capital stock or beneficial interest in the Company or its Subsidiaries, other than (1) dividends or distributions by a directly or indirectly wholly owned Subsidiary to its parent entity, (2) dividends or distributions by an entity in which the Company directly or indirectly owns an interest that is not wholly owned in the ordinary course of business consistent with past practice or to the extent required under the applicable Organizational Documents of such entity as the same may be amended in accordance with this Agreement, (3) regular quarterly cash dividends with customary record and

 

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