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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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any of their respective Subsidiaries, provided that neither the Company nor any of its Subsidiaries will be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company only from and after the Effective Time in the event that the Closing occurs.

(e) Notwithstanding anything else contained in this Agreement, the provisions of this Section 7.5 (including the reasonable best efforts standard) shall not be construed to (i) (A) require Parent or any of its Affiliates, or (B) permit the Company or any of its Subsidiaries without the prior written consent of Parent, (x) to sell, divest, dispose of or otherwise hold separate (including by establishing a trust or otherwise), any of the Company or its Subsidiaries businesses, assets or properties, or (y) to limit freedom of action with respect to, or its ability to operate or retain any of the businesses, assets or properties of the Company or any of its respective Subsidiaries, or (ii) require Parent or any of its Affiliates to agree or consent to any order, action or regulatory condition of any Governmental Authority with respect to clauses (i)(A) or (i)(B) which, in each case of (i) and (ii), individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), or results of operations of the Company and its Subsidiaries, taken as a whole. The Company shall take or commit or agree to take, effective at Closing (or such other time after the Closing as requested by Parent), any actions (including actions contemplated by clauses (i) or (ii) above) requested by Parent in order to obtain any approvals under any Antitrust Laws necessary to consummate the Merger and the other Transactions.

(f) Notwithstanding anything else contained in this Agreement, the provisions of this Section 7.5 (including the reasonable best efforts standard) shall not be construed to require Parent or its Affiliates (other than with respect to the Company and its Subsidiaries), and except as expressly provided in Section 7.5(e), the Company and its Subsidiaries, 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 Parent or any of its Affiliates (other than with respect to the Company and its Subsidiaries) and (ii) otherwise take or commit to take actions that would limit Parent and its Affiliates’ freedom of action with respect to, or its ability to operate or retain any of the business, assets or properties of Parent or its Affiliates, other than in each case with respect to the Company and its Subsidiaries.

7.6. Information; Access and Reports.

(a) During the Interim Period, subject to the Confidentiality Agreement, applicable Laws, and the other provisions of this Section 7.6 and solely for purposes of furthering the Merger and the other Transactions, the Company and Parent will (and will cause its respective Subsidiaries to), upon reasonable request by the other, furnish the other with all reasonably requested information in its possession concerning itself, its Subsidiaries, directors, officers, and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, the Company, or any of their respective Subsidiaries to any third party or any Governmental Authority in connection with the Merger and the other Transactions.

(b) Subject to the Confidentiality Agreement, applicable Laws, and the other provisions of this Section 7.6, and solely for purposes of furthering the Merger and the other Transactions (provided that the purpose of the Merger and the other Transactions shall be understood to include the post-Closing transition and integration), upon reasonable notice, the Company will (and will cause its Subsidiaries to) afford Parent’s officers and other authorized representatives and the Financing Sources reasonable access, during normal business hours throughout the Interim Period, to its employees, counsel, properties, books, contracts, and records and, during such period, furnish promptly to Parent such information in its possession concerning its business, properties, and personnel as may reasonably be requested; provided, however, no investigation pursuant to this Section 7.6(b) will affect or be deemed to modify any representation or warranty made by the Company in Article V. The foregoing provisions of this Section 7.6(b) and the last sentence of Section 7.6(d) will not require

 

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