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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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information and documentary material that may be requested pursuant to any Law and request early termination of the waiting period with respect to the Merger under the HSR Act, and (vi) as promptly as reasonably practicable, make any other required registrations, declarations, submissions, and filings with respect to the Merger and the other Transactions required under the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law.

(b) Without limiting the generality of anything contained in this Section 7.5, each party will: (i) give the other parties prompt notice of the making or commencement of any request or proceeding by or before any Governmental Authority with respect to the Merger and the other Transactions, (ii) keep the other parties informed as to the status of any such request or proceeding, (iii) to the extent practicable, give the other parties notice and an opportunity to participate in any communication made to the U.S. Federal Trade Commission (the “FTC”), the U.S. Department of Justice (the “DOJ”) or any other domestic or foreign Governmental Authority regarding the Merger and the other Transactions, and (iv) promptly notify the other parties of the substance of any communication from the FTC, DOJ or any other domestic or foreign Governmental Authority regarding the Merger and the other Transactions. Subject to applicable Laws relating to the exchange of information, Parent and the Company will have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted or communication made to, any third party or any Governmental Authority in connection with the Merger and the other Transactions (including the Proxy Statement). In addition, except as may be prohibited by any Governmental Authority or by any applicable Law each party will permit authorized representatives of the other parties to be present at each meeting, conference or telephone call and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request or proceeding. In exercising the foregoing rights, the Company and Parent will act reasonably and as promptly as practicable.

(c) Subject to applicable Laws and as required by any Governmental Authority, the Company and Parent each will keep the other apprised of the status of matters relating to completion of the Merger and the other Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party or any Governmental Authority with respect to the Merger and the other Transactions.

(d) In furtherance of, and without limiting the generality of, the covenants set forth in this Section 7.5, if any objections are asserted with respect to the Merger and the other Transactions under the HSR Act, any applicable antitrust, competition or merger control Laws promulgated by any Governmental Authority (together with the HSR Act, the “Antitrust Laws”), or any other applicable Law, or if any lawsuit or other proceeding, whether judicial or administrative, is instituted (or threatened to be instituted), including any proceeding by a private party, challenging the Merger and the other Transactions as violative of any Antitrust Law or that would otherwise prohibit or materially impair or delay the consummation of the Merger and the other Transactions, Parent and the Company will (and will cause their respective Subsidiaries to) use their respective reasonable best efforts to (i) resolve any such objections and (ii) contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger and the other Transactions on or before the Outside Date. In furtherance of the foregoing, Parent will take all such further action as may be necessary to avoid or eliminate each and every impediment under any Antitrust Law, or any other applicable Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date), including proposing, negotiating, committing and effecting, by consent decree, hold separate order or otherwise, to (i) sell, divest, dispose of or otherwise hold separate (including by establishing a trust or otherwise), any of the business, assets or properties of the Surviving Corporation or any of its Subsidiaries and (ii) otherwise take or commit to take actions that after the Closing would limit the Surviving Corporation and its Subsidiaries’ freedom of action with respect to, or its ability to operate or retain any of the business, assets or properties of the Company, the Surviving Corporation or

 

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