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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Merger Sub, which approval will occur immediately following the execution of this Agreement, to consummate the Merger and the other Transactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding agreement of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

6.3. Governmental Filings; No Violations.

(a) The execution, delivery, and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger and the other Transactions require no authorization, consent, approval, waiting period expiration, termination, authorization or permit of or other action by or in respect of, or filing with or notification to, any Governmental Authority other than: (i) as may be required by the MGCL, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover, or “blue sky” Laws, (iv) compliance with any applicable rules of NYSE or (v) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions.

(b) The execution, delivery, and performance of this Agreement by Parent and Merger Sub does not, and, assuming the approval of the Merger and the other Transactions by the sole stockholder of Merger Sub, the consummation of the Merger and the Transactions will not, (i) result in a breach or violation of, or a default under, the Organizational Documents of Parent or Merger Sub or the Organizational Documents of any of their respective Subsidiaries, (ii) assuming compliance with the matters referred to in Section 6.3(a), conflict with or result in a violation or breach of any applicable Law or (iii) assuming compliance with the matters referred to in Section 6.3(a), require any consent by any Person, except in the case of clauses (ii) and (iii) above, any such violation, breach or conflict that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions.

6.4. Litigation. There are no pending or, to the knowledge of the executive officers of Parent, threatened, Actions against or affecting Parent or Merger Sub or any of their respective properties or assets or any officer, director or employee in his capacity as such of Parent or Merger Sub in such capacity before any Governmental Authority that seek to enjoin, or would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions. Neither Parent nor Merger Sub nor any of their respective assets, rights or properties is a party to or subject to any judgment, decision, ruling, order, writ, injunction, decree, assessment or award of any Governmental Authority that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions.

6.5. Sufficient Funds.

(a) Assuming (i) the accuracy of the representations and warranties of the Company in Section 5.5(a) and Section 5.7(b) and (ii) that the Financing is funded in accordance with the Commitment Letters, Parent and Merger Sub, together, as of the Effective Time will have, together with the other funds available to Parent and Merger Sub, all of the funds necessary to consummate the Merger and the other Transactions and satisfy in full all obligations of Parent and Merger Sub hereunder, including (A) payment of the amounts payable pursuant to Article IV and (B) payment of all other fees and expenses of the Company, the Surviving Corporation, Parent, and Merger Sub in connection with the Merger and the other Transactions (collectively, “Financing Purposes”).

(b) As of the date of this Agreement, Parent and Merger Sub have received (i) an executed equity commitment letter dated as of date of this Agreement (the “Equity Commitment Letter”) from the equity financing sources party thereto ( the “Equity Financing Sources”) pursuant to which the Equity Financing Sources have committed to provide the amount of cash equity financing as set forth in the Equity Commitment

 

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