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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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or assets are bound (a contract described by this Section 5.11(a) being hereinafter referred to as a “Material Contract”) which:

(i) is required to be filed with the SEC pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K under the Securities Act (but, for the avoidance of doubt, not including any Company Plan);

(ii) is required to be described pursuant to Item 404 of Regulation S-K under the Securities Act;

(iii) contains any non-compete or exclusivity provision with respect to any line of business or geographic area with respect to the Company or any Subsidiary, or which restricts, in any material respect, the conduct of any business conducted by the Company or any Subsidiary or any geographic area in which the Company or any Subsidiary may conduct business, other than, with respect to the Company’s retail property portfolio, exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practice;

(iv) is expected to involve the payment or receipt of amounts of more than $10,000,000 per year or $50,000,000 in the aggregate, in each case, over the remaining term of the applicable Contract;

(v) obligates the Company or any Subsidiary to indemnify any past or present directors, officers or employees of the Company or any Subsidiary pursuant to which the Company or such Subsidiary is the indemnitor, other than the Company’s Organizational Documents or the Organizational Documents of any Subsidiary;

(vi) is a settlement, conciliation, or similar contract that imposes any material monetary or non-monetary obligations upon the Company or any Subsidiary after the date of this Agreement;

(vii) (A) requires, or grants an option to, the Company or any Subsidiary to acquire real estate assets or properties or any other assets or properties, in each case for consideration in excess of $25,000,000 (other than in connection with the expiration of a Ground Lease pursuant to the terms thereof), (B) gives any Person the right to buy any Company Property or obligates the Company or any Subsidiary to sell or enter into any ground lease for any Company Property, or (C) in each case for consideration in excess of $25,000,000 involves any pending or contemplated merger, consolidation or similar business combination transaction (each of clause (A), (B) and (C), an “Existing M&A Agreement”);

(viii) contains restrictions on the ability of the Company or any Subsidiary to pay dividends or other distributions (other than pursuant to the Organizational Documents of the Company and the Subsidiaries and the Existing Loan Documents);

(ix) contains a standstill or similar provision pursuant to which the Company or any Subsidiary has agreed not to acquire assets of the other party or any of its Affiliates;

(x) is with a Governmental Authority, except for any contract entered into in the ordinary course of business (including regulatory agreements with Governmental Authorities with respect to affordable housing, contracts with Governmental Authorities with respect to the Company’s development business, and contracts with Fannie Mae or Freddie Mac) , except for any contract that is disclosed within any of the Company Title Insurance Policies, the Company Title Insurance Commitments or the Parent Title Insurance Commitments;

(xi) constitutes a loan by the Company or any Subsidiary to any Person (other than a 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;

(xii) contains covenants expressly limiting, in any material respect, the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of any material assets (other than cash) or business of the Company or any of its Subsidiaries;

 

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