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SEC Filings

PREM14A
FOREST CITY REALTY TRUST, INC. filed this Form PREM14A on 09/21/2018
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(xiv) (1) make any material change (or file a request to make any such change) in any method of Tax accounting, any annual Tax accounting period or any material Tax election, (2) file any material amended Tax Return, or (3) surrender any right to claim a refund or offset of any Taxes that exceed $5,000,000 in the aggregate;

(xv) sell or otherwise dispose of, lease or otherwise grant any mortgage or other Lien upon, any Company Property or other assets (excluding cash) of the Company or its Subsidiaries having a fair market value in excess of $5,000,000 in the aggregate other than (1) pending sales of Company Properties pursuant to letters of intent or definitive agreements executed prior to the date hereof and identified in Section 7.1(b)(xv) of the Disclosure Schedule, (2) in connection with any transaction between or among the Company and its wholly owned Subsidiaries or a Subsidiary and its wholly owned Subsidiaries, (3) leases (other than ground leases) made in the ordinary course of business and (4) Permitted Liens (including Liens that will be terminated at or prior to the Closing in accordance with this Agreement);

(xvi) authorize, make or enter into any commitment for, any capital expenditure (such capital expenditures being referred to hereinafter as the “Capital Expenditures”) other than (1) the Capital Expenditures listed or identified in Section 7.1(b)(xvi) of the Disclosure Schedule, (2) Capital Expenditures in the ordinary course of business and consistent with the budgets and the property-level budgets of the Company, copies of which have been provided to Parent before the date hereof (provided that Capital Expenditures will be deemed to be consistent with the applicable monthly budget of the Company if the aggregate amount of such Capital Expenditures in any applicable month does not exceed 110% of the sum of (x) the aggregate amount budgeted therefor as reflected in the applicable monthly budget plus (y) any unspent budgeted amount for any month prior to the applicable month), (3) Capital Expenditures required by the terms of any of the mortgage loans encumbering any of the Company Properties, (4) any other individual Capital Expenditure not exceeding $250,000 individually or $1,000,000 in the aggregate or (5) Capital Expenditures necessary to respond to an emergency or prevent harm to any Company Properties or Persons;

(xvii) other than in connection with any development or redevelopment projects listed or identified in Section 7.1(b)(xvii) of the Disclosure Schedule, initiate or consent to any change to the zoning of any Company Property or any change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Company Property or agree or consent to any affordability restriction or requirement (or any changes to any existing affordability restriction or requirement) affecting any Company Property;

(xviii) except as required pursuant to the terms of any Company Plan in effect as of the date of this Agreement, or as otherwise required by any applicable Law, (i) grant, provide or increase any severance or termination payments or benefits to any current or former employee, officer, non-employee director, natural person independent contractor or consultant of the Company or any of its Subsidiaries (including any obligation to gross-up, indemnify or otherwise reimburse any such individual for any Tax incurred by any such individual, including under Section 409A or 4999 of the Code), (ii) increase in any manner the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits of any current or former employee, officer, director or natural person independent contractor or consultant of the Company, except for (1) increases in annual salary or wage rate in the ordinary course of business consistent with past practice that do not exceed 3% in the aggregate and (2) the payment of annual bonuses for completed periods based on actual performance in the ordinary course of business consistent with past practice, (iii) become a party to, establish, adopt, amend, commence participation in or terminate any Company Plan or any arrangement that would have been a Company Plan had it been entered into prior to this Agreement, (iv) grant any equity- or equity-based awards or any long-term cash incentive awards, or amend or modify the terms of any outstanding awards, under any Company Plan, (v) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Plan, (vi) hire any Person to be an officer or employee of the Company or any of its Subsidiaries or engage any other individual independent contractor to provide services to the Company or any of its Subsidiaries, other than the hiring of employees with annual base

 

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