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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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lease having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, a precautionary filing in respect of an operating lease shall not constitute a Lien.

Marketing Period” means the first period of fifteen (15) consecutive business days commencing after the date hereof and upon Parent’s receipt of the Required Financial Information (it being understood that, once commenced, such Marketing Period shall not restart, be extended or tolled if any further Required Financial Information shall be required to be delivered during or after such Marketing Period due to the passage of time (other than, for the avoidance of doubt, under the circumstances described in the final sentence of this definition)); provided that the Marketing Period shall not commence prior to September 4, 2018, provided, further, that such fifteen (15) consecutive business day period (i) shall not include November 21, 2018 through November 23, 2018, and (ii) shall end on or prior to December 21, 2018 or, if such period has commenced but would not be completed in accordance with its terms on or prior to December 21, 2018, then such period shall commence on or after January 2, 2019. If the Company in good faith reasonably believes that it has delivered the Required Financial Information, it may deliver to Parent written notice to that effect (stating when it believes it completed such delivery), in which case the Required Financial Information shall be deemed to have been delivered as of the date specified therefor in such notice, unless Parent in good faith reasonably believes that the Company has not completed delivery of the Required Financial Information, and, within three (3) business days after delivery of such notice by the Company, Parent delivers a written notice to the Company to that effect (stating with specificity the Required Financial Information that has not been delivered). Parent and Merger Sub acknowledge that the Required Financial Information (as of the date hereof) has been delivered. Notwithstanding the foregoing, the Marketing Period shall not commence and shall be deemed not to have commenced if (i) the Company’s independent auditor shall have withdrawn its audit opinion with respect to the Company’s financial statements contained in the Required Financial Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements of the Company for the applicable periods by such independent auditor or another independent accounting firm of nationally recognized standing reasonably acceptable to Parent, or (ii) the Company publicly announces its intent to restate any financial statements comprising the Required Financial Information, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and the applicable Required Financial Information has been amended and delivered to Parent or the Company has announced that it has concluded that no restatement shall be required.

Material Adverse Effect” means any change, effect, event, circumstance, occurrence or development (x) that is materially adverse to the business, financial condition, assets or continuing results of operations of the Company and its Subsidiaries taken as a whole or (y) that would prevent the Company from consummating the Merger prior to the Outside Date; provided, however, that no change, effect, event, circumstance, occurrence or development resulting from the following shall constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred, is occurring or would reasonably be expected to occur:

(A) changes in the economy or in financial, debt, securities, capital or credit markets, including changes in interest rates;

(B) changes in general business, labor or regulatory conditions;

(C) changes generally affecting any of the U.S. real estate industry segments in which the Company or any of its Subsidiaries operate or any of the markets or geographic areas in which the Company or any of its Subsidiaries operate;

(D) changes in social or political conditions;

(E) acts of war, hostilities, military actions, acts of sabotage or terrorism (including cyber-terrorism or cyber-attacks), civil disobedience or any escalation or worsening of the foregoing;

(F) any force majeure events (including storms, fires, hurricanes, tornadoes, floods or earthquakes) or the outbreak or worsening of an epidemic, pandemic or other health crisis;

 

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