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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Certain Other Covenants

The merger agreement contains certain other covenants of the parties to the merger agreement relating to, among other things:



the preparation and filing of this proxy statement with the SEC and cooperation in responding to any comments received from the SEC on this proxy statement;



confidentiality and reasonable access by Parent and its authorized representatives to the Company’s and its subsidiaries’ employees, properties, books, contracts and records;



the timely delisting of the common stock from the NYSE and the deregistration of the common stock under the Exchange Act;



actions necessary to exempt the merger and the other transactions contemplated by the merger agreement and related agreements from the effect of any takeover statutes;



cooperation on any press releases or other public announcements regarding the merger and the other transactions contemplated by the merger agreement;



taking steps to ensure that dispositions of common stock by a director or officer of the Company resulting from the merger agreement will be exempt under Rule 16b-3 under the Exchange Act;



cooperation in the defense or settlement of any stockholder litigation against the Company, its executive officers or our Board relating to the merger;



procurement of duly executed pay-off letters in respect of indebtedness of the Company;



suspension of the Company’s dividend reinvestment plan; and



certain tax matters.

Conditions to the Merger

The obligations of the parties to complete the merger are subject to the satisfaction or waiver of the following mutual conditions:



the Company’s stockholders having voted to approve the Merger Proposal;



the waiting period applicable to the consummation of the merger under the HSR Act (or any extension thereof), if any, having expired or been earlier terminated; and



no court or other governmental authority of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, executive order, ruling, injunction or other order (whether temporary, preliminary or permanent) that remains in effect and that restrains, enjoins or otherwise prohibits consummation of the merger.

While a filing under the HSR Act is contemplated under the merger agreement, after further analysis, the Company and Parent determined that a filing under the HSR Act is not required.

The obligations of Parent and Merger Sub to complete the merger are also subject to the satisfaction or, to the extent permitted by applicable law, waiver by Parent at or prior to the closing of the following additional conditions:



that, with certain exceptions, including for certain representations and warranties where the failure of such representations and warranties to be true and correct does not have, or would not reasonably be expected to have a material adverse effect (as defined in the section entitled “The Merger Agreement—Material Adverse Effect” beginning on page 103), each of the representations and warranties of the Company contained in the merger agreement are true and correct (as determined without regard to any qualification by any of the terms “material” or “material adverse effect” therein) as of the date of the merger agreement and as of the closing date as though made on and as of the closing date;