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SEC Filings

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

America, N.A., as administrative agents and the other parties thereto, as amended or supplemented from time to time.

SEC” means the U.S. Securities and Exchange Commission.

Significant Subsidiary” means the Subsidiaries of the Company listed on Section 10.14 of the Disclosure Schedule.

Subsidiary” means, with respect to any Person, any other Person (a) of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries or (b) of which such Person or one or more of its Subsidiaries is a general partner or managing member.

Superior Proposal” means a bona fide Acquisition Proposal (provided, that, for purposes of this definition, the applicable percentages in clauses (i) and (ii) of the definition of Acquisition Proposal shall be 50%, rather than 15%) that the Company Board, or any committee thereof, has determined in its good faith judgment (after taking into account any binding revisions to the terms of this Agreement proposed by Parent pursuant to Section 7.2(b), after consultation with its financial advisor and outside legal counsel, the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such Acquisition Proposal, and all other matters that the Company Board, or any committee thereof, considers appropriate), would, if consummated, result in a transaction more favorable to the Stockholders than the Merger and the other Transactions.

Taxes” means (i) all federal, state or local and all foreign taxes, levies, duties, tariffs, imposts and other similar charges, assessments and fees imposed by any domestic or foreign Governmental Authority, including income, gross receipts, windfall profits, value added, transfer, unclaimed property, inventory, capital stock, severance, property, production, sales, use, duty, license, excise, franchise, employment, social security, unemployment, stamp, occupation, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, and (ii) all interest, penalties, fines and additions imposed with respect to such amounts, in each case whether disputed or not.

Tax Returns” means all reports, and returns, certificates, declarations, elections, claims for refund and information returns and statements required to be filed with any domestic or foreign Governmental Authority and with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Term Loan Credit Agreement” means that certain Credit Agreement, dated as of May 4, 2016, among Forest City Enterprises, L.P., the Company and certain of its subsidiaries party thereto, each lender party thereto and Bank of America, as administrative agent, as amended or supplemented from time to time.

10.15. Disclosure Schedule. Certain items and matters are listed in the Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event will the listing of items or matters in the Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations, warranties, covenants, and agreements contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any section or subsection of the Disclosure Schedule will be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in the Disclosure Schedule as applicable. Without limiting the foregoing, no reference to, or disclosure of, a possible breach or violation of any Contract or Law in the Disclosure Schedule will be construed as an admission or indication that a breach or violation exists or has actually occurred.

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