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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

Hazardous Substance” means (a) any petrochemical or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic substances,” “contaminants” or “pollutants” or words of similar meaning and regulatory effect; or (c) any other chemical, material or substance, exposure to which is prohibited, limited, or regulated by any applicable Environmental Law or which may result in liability arising from injury to persons, property or resources.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Indebtedness” means, with respect to any Person, (a) any indebtedness for borrowed money, including accrued and unpaid interest, and any prepayment fees or penalties, (b) any obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other current liabilities arising in the ordinary course of business, (d) any obligations as lessee under capitalized leases (or leases that are required by U.S. GAAP to be capitalized), “synthetic” leases or conditional sale or other title retention agreements, (e) any obligations, contingent or otherwise, under acceptance credit, letters of credit, bankers’ acceptances, bank guarantees, surety bonds or similar facilities that have been drawn, (f) obligations under any interest rate, currency or other hedging agreements, (g) indebtedness securing by a Lien on property or assets owned by such Person, whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, or (h) any guaranty with respect to indebtedness or obligations of the type described in clauses (a) through (g) above.

Intellectual Property” means any (i) trademarks, service marks, Internet domain names, trade dress and trade names, registrations and applications for registration of the foregoing, and the goodwill associated therewith and symbolized thereby, (ii) patents and patent applications, (iii) confidential and proprietary information, including trade secrets and know-how and (iv) copyrights (including copyrights in computer software and Internet websites) and registrations and applications for registration of the foregoing.

Intervening Event” means any development or change in circumstances that materially affects the business, assets, or operations of the Company and its Subsidiaries, taken as a whole, that (i) does not relate to an Acquisition Proposal, (ii) was unknown to or not reasonably foreseeable by the Company Board on or prior to the date of this Agreement and (iii) becomes known by the Company Board prior to the receipt of the Requisite Stockholder Vote.

IT Assets” means computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data, data communications lines, and other information technology equipment, and associated documentation.

JV” means each Person listed on Section 10.14 of the Disclosure Schedule; provided that the JVs will be deemed Subsidiaries of the Company for all purposes under this Agreement.

Knowledge of the Company” means the knowledge, after reasonable due inquiry (including the reasonable exercise of any governance or information rights), of the persons listed on Section 10.14 of the Disclosure Schedule; it being understood that, there shall be no duty of such individuals to conduct (or have conducted) or inquire about any Intellectual Property searches or analyses (including clearance or prior art searches), legal opinions (including freedom-to-operate opinions), or scans or other investigations with respect to IT Assets.

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing

 

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