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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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would be binding on Parent if executed and delivered by the Company, that the failure to effect a Change of Recommendation with respect to such Intervening Event would be inconsistent with the directors’ duties under applicable Law.

(c) Certain Permitted Disclosure. Nothing contained in this Agreement will be deemed to prohibit the Company or the Company Board, or any duly authorized committee thereof, from (i) complying with its disclosure obligations under federal or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to the Stockholders) or (ii) making any “stop-look-and-listen” communication to the Stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Stockholders); provided, that, in each case, if any such any such action or disclosure taken pursuant to this Section 7.2(c) includes a Change of Recommendation, such action or disclosure shall be deemed to be a Change of Recommendation for all purposes under this Agreement.

(d) Existing Discussions. Following the execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective officers and directors and use its commercially reasonable best efforts to cause its Representatives to (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any Acquisition Proposal, (ii) promptly terminate access to any electronic data room to any Person (and such Person’s Representatives) that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential Acquisition Proposal that remains in effect as of the date of this Agreement, and request such Person to return or destroy all confidential information in the possession of such Person or its Representatives, and (iii) take the necessary steps to promptly inform the individuals or entities referred to in clause (i) hereof of the obligations undertaken in this Section 7.2.

(e) Notice. The Company will promptly (and, in any event, within 24 hours) notify Parent orally and in writing if any proposals or offers with respect to an Acquisition Proposal are received by or a request to any Company or its Subsidiaries for any non-public information regarding the Company or its Subsidiaries that is reasonably likely to lead to or that contemplates an Acquisition Proposal, or any discussions or negotiations are sought to be initiated or continued with, it or any of its Representatives indicating, in connection with such notice, the material terms and conditions of any Acquisition Proposal or such other proposal or offer (including an unredacted copy of an Acquisition Proposal or such other proposal or offer or, where such Acquisition Proposal, offer or proposal is not in writing, a description of the material terms thereof, and the identity of the Person making such Acquisition Proposal, offer or proposal). The Company shall keep Parent reasonably informed, on a reasonably current basis, of the material status and terms of any such Acquisition Proposal, offer or proposal (including any material amendments thereto) and any material changes to the status of any such discussions or negotiations or material decisions related thereto, including, in each case, by promptly providing Parent copies of any material correspondence, proposals, indications of interest and draft agreements relating to such Acquisition Proposal, offer or proposal.

7.3. Proxy Statement Filing; Information Supplied.

(a) As promptly as reasonably practicable after the date of this Agreement, the Company shall prepare and cause to be filed with the SEC a proxy statement to be mailed to the Company Stockholders relating to the Company Stockholders Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) in preliminary form. Each of Parent and Merger Sub shall furnish all information concerning itself and its Subsidiaries to the Company and provide such other assistance and information as may be reasonably requested by the Company or the Company’s outside legal counsel in connection with the preparation, filing and distribution of the Proxy Statement.

(i) The Company shall promptly notify Parent after the receipt of any comments from the SEC or any other Governmental Authority with respect to, or any request from the SEC or any other Governmental Authority for amendments or supplements to, the Proxy Statement and shall provide Parent with copies of all correspondence between it and its Representatives, on the one hand, and the SEC or any other government officials, on the other hand, with respect to the Proxy Statement. If the Company receives