|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
following the final day of the marketing period. In no event, however, will the closing be required to occur prior to December 10, 2018 pursuant to the merger agreement, unless certain third party consents have been obtained and become effective, or Parent waives the requirement that such consents must be obtained and become effective prior to that date.
At the closing, the Company and Merger Sub will cause the merger to be consummated by filing with the SDAT the articles of merger with respect to the merger in accordance with the MGCL. The merger will become effective at the time when the articles of merger are duly filed and accepted for record by the SDAT or at such later time as may be agreed by the Company and Parent in writing and specified in the articles of merger.
At the effective time, by virtue of the merger, the charter of the Company, as will be amended in accordance with the merger agreement, will be the charter of the Surviving Corporation, and the bylaws of Merger Sub will be the bylaws of the Surviving Corporation, except that any references to Merger Sub will be replaced by references to the Surviving Corporation.
The directors of Merger Sub immediately prior to the effective time will be the directors of the Surviving Corporation and the officers of the Company immediately prior to the effective time will be the officers of the Surviving Corporation.
Upon the terms and subject to the conditions of the merger agreement, each share of common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will automatically be converted into the right to receive an amount in cash equal to the per share merger consideration. At the effective time, shares of common stock (excluding any shares granted in the form of restricted shares or performance shares) will cease to be outstanding, will be cancelled, and will cease to exist, and thereafter each certificate formerly representing any shares and each book entry account formerly representing any non-certificated shares will thereafter represent only the right to receive the per share merger consideration.
Each excluded share will cease to be outstanding, will be cancelled without payment of any consideration therefor, and will cease to exist.
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.
From and after the effective time, holders of common stock will cease to be, and will have no rights as, stockholders of the Company other than the right to receive the per share merger consideration. The per share merger consideration paid or delivered in accordance with the merger agreement will be deemed to have been paid in full satisfaction of all rights and privileges pertaining to shares of common stock represented thereby.
Equity-Based Awards and Long-Term Incentive Cash Awards
Effective as of five business days prior to, and conditional upon the occurrence of, the effective time, each holder of an outstanding option to purchase shares of common stock under the Stock Plan intended to qualify as an