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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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misleading and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the Stockholders.

7.4. Company Stockholders Meeting.

(a) The Company shall, as promptly as reasonably practicable after the date the SEC advises the Company that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement, establish a record date for, duly call, give notice of, convene, hold, and take in accordance with applicable Law and its Organizational Documents, all action necessary to convene a meeting of the Stockholders (the “Company Stockholders Meeting”), for the purpose of obtaining the Requisite Stockholder Vote and will, subject to there being a quorum, cause such vote to be taken, and will not postpone or adjourn such meeting, except as provided in Section 7.4(b) or unless this Agreement has been validly terminated pursuant to Article IX. Unless the Company Board has made a Change of Recommendation in accordance with Section 7.2, the Company shall use its reasonable best efforts to (i) solicit proxies from the Stockholders in favor of approval of the Merger and (ii) obtain the Requisite Stockholder Vote.

(b) Notwithstanding anything to the contrary in Section 7.4(a), the Company may delay convening, postpone, recess or adjourn the Company Stockholders Meeting:

(i) with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed);

(ii) after consultation with Parent, (A) due to the absence of a quorum or (B) to solicit additional proxies if, at the time of such delay, postponement or adjournment, the Company has not received proxies representing a sufficient number of Shares for the Requisite Stockholder Vote to be received at the Company Stockholders Meeting, whether or not a quorum is present; provided, that the Company shall not have the right to delay convening, postpone or adjourn the Company Stockholders Meeting more than 10 Business Days in the aggregate pursuant to this clause (ii); or

(iii) after consultation with Parent, to allow reasonable additional time for (1) the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Company Stockholders Meeting.

(c) In the event that the Company Board delivers a notice in accordance with Section 7.2(b) of its intention to effect a Change of Recommendation within five (5) Business Days before the Company Stockholders Meeting, Parent may request in writing that the Company postpone the Company Stockholders Meeting for up to five (5) Business Days and the Company shall promptly, and in any event no later than the Business Day after delivery of such request, postpone the Company Stockholders Meeting in accordance with Parent’s direction.

7.5. Cooperation; Status; Antitrust Matters.

(a) Subject to the terms of this Agreement, each party will use its reasonable best efforts to: (i) consummate and make effective the Merger and the other Transactions as promptly as reasonably practicable (and in any event no later than the Outside Date (as defined in Section 9.2(a)), (ii) obtain from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, clearances or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, (iii) resolve any objections and avoid any proceeding by any Governmental Authority in connection with the authorization, execution, and delivery of this Agreement and the consummation of the Merger and the other Transactions, (iv) defend any lawsuits or other proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other Transactions in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Authority vacated, lifted, overturned or reversed, (v) as promptly as reasonably practicable, and in any event within 10 Business Days after the date of this Agreement (unless otherwise agreed by the parties), make all necessary filings and submissions under the HSR Act and thereafter supply as promptly as reasonably practicable any additional

 

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