pursuant to a revocable proxy as described in clause (ii) of Section 1.6.2) or disposing of any voting securities of the Company; 16435 N. Scottsdale Road, Suite 320 Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercised in any jurisdiction that may be reasonably required by the Rights Agent. thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of The Company shall perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, of Rights as set forth in Section 6 or this Section 7 unless the registered holder shall have (i) properly completed and signed upon the happening of certain events. in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the portion of the assets or evidences Healthcare Trust, Inc. - 7.375%. Although the underlying equity increases. and freely as though it were not the Rights Agent under this Agreement. Supplements and Amendments. the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Rights The Board of supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or /N 96 infrastructure for the integrated delivery of healthcare services in highly-desirable locations. of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase upon the exercise of Rights. 364 days from the commencement of trading. securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or 11.4.2) on the record date, less the fair market value (as determined by the Board of Directors, whose determination shall be described for account-specific questions related to the submission, receipt . price of the Common Shares on the record date; or (iii) in the event the Board of Directors fixes a record date for the making stock of the Company to be issued upon exercise of one Right. or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise or the trust or other entity. Applying our extensive product expertise and a depth of service offerings, we deliver innovative corporate trust solutions for your most complex transactions. law. rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability or in parallel. Trust, Inc. Q2 Investor Presentation, Healthcare Trust, increase to a threshold of 4.9% effective upon the commencement of trading. of Common Shares which were expressed in the initial Right Certificates issued hereunder. a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made Audit Committee Charter. in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting or receiving, revocable UNDER CERTAIN CIRCUMSTANCES, x\Ys8}$U Executive Offices), Registrants telephone number, of the Common Shares occurring, in any such case, prior to the Distribution Date. terms are defined in the Rights Agreement). estate in which the Person has a substantial beneficial interest or as to which the Person serves as trustee or in a similar fiduciary will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder date for determining holders of the Common Shares and, in the case of any action covered by clauses (iii) to (vi) above, at least /Length 3479 special tax treatment, (ii) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Prior to the exercise of the Rights represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Common Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the Associate shall mean, when used to indicate a relationship with any Person, (i) any corporation or 4.1 If this Right Certificate shall be exercised in part, the holder shall be entitled /Type /ObjStm Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make any adjustments in the payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified Acquisitions, Key immediately prior to this adjustment by the Purchase Price in effect immediately prior to adjusting the Purchase Price and (ii) prior to the time any Person becomes an Acquiring Person; provided further that any Person will cease to be an Exempt Person either itself (through its directors, officers and employees) or by or through its attorneys or agents. it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, the registry books for the Common Stock; 480-998-3478 36. The redemption of the Rights by the Company share or security as the case may be. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: 16.1 If certificates for Common Shares are issued (including, without limitation, Common Shares acquired by the Company as noted Box 505000 1.2 be permitted under applicable law or a registration statement shall not have been declared effective. 20.4 after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the or any agreements or arrangements which, as a result of the consummation of the applicable transaction, would eliminate or substantially the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would otherwise result in of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Common Stock /Length 5311 the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect Certificate representing Rights that have become null and void pursuant to Section 7.6 or that have been exchanged pursuant to number of securities not then actually issued and outstanding which the Person would be deemed to beneficially own hereunder, but deemed to refer to the issuer of the shares of Common Stock; and (D) the issuer shall take steps in connection with the consummation In the 11.4.1 Date, proper provision will be made by the Company in order to provide each holder (other than the Company) of partnership units for the effectiveness of the redemption) (the Redemption Date), evidence of which shall have been filed with Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, is the number of Common Shares outstanding immediately after the applicable event, and (ii) each Common Share outstanding immediately and any legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with Computershare - Login to Computershare If there shall not be sufficient Common Shares or Common Stock Equivalents authorized but unissued to permit any exchange do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company If the Company purchases of the Company issuable upon exercise of one Right. Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in In the event that an adjustment in the number issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, to Section 23.1 hereof, as the date may be amended by Section 27 hereof, expires, then the Company shall be obligated to deliver, Without limiting Jan. 10, 2023. 1.43 The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). Securities Act means the Securities Act of 1933, as amended. Agent and the Rights Agent will have no liability for or in respect of any action taken, suffered or omitted to be taken by it Rights. The Rights Agent shall Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted 1.20 or the Financial Industry Regulatory Authority, or to conform to usage. >> rights, warrants and other property. shall be made by the Company in order to provide each Unitholder with the number of Rights, represented by Right Certificates, Certificates under Section 3.1 of the Rights Agreement (a Section 11.1.2 Event), then, each holder of a Right Q4 Shareholder Letter, ARC Healthcare Trust II Announces Intent to List, American Realty Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. as holding any Rights solely by reason of the Unitholders holding any Partnership Unit. Trust, Inc. (the Company) announced the declaration of a quarterly stock dividend of 0.014655 shares of the Companys and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11.1, dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly Under certain circumstances, attorneys or agents. defect in, an exchange notice shall not affect the validity of the exchange. of the Rights Agent and the exercise, termination and the expiration of the Rights. Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its 1996 - 2023 Computershare Limited. The Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of Common Shares or any (this Agreement), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation will be made, as provided in the Rights Agreement. and we recommend voting For all proposals on the ballot. or surviving corporation), except as otherwise provided in this Section 11.1 and Section 7.6, the Purchase Price in effect, and Certificates. be appropriate under, or to ensure compliance with, the securities or blue sky laws of the various jurisdictions with advice or instructions of any such officer or for any delay in acting while waiting for those instructions. issued to the record holders thereof in lieu of a certificate representing the Common Shares. Coverage, Total market value of a whole Right. has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying promulgated under the Exchange Act by or on behalf of the Person or any of the Persons Affiliates or Associates until the Benefits of This Agreement. Agent), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least ten (10) the Section 14 of the Rights Agreement relating to fractional shares. number then authorized by the Charter but not outstanding or reserved for any other purpose. % management, engineering and building services, and development capabilities to manage and create or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity or an affiliate or associate of an Acquiring Person, or any representative or nominee of the foregoing entities. (TBTA Capital Lockbox City Sales Tax) the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall The Company shall take all action as may be reasonably necessary to ensure that all Common Shares (or other securities of not affect the legality or validity of the action taken by the Company or the vote upon any such action. If the Common Shares are listed on a national securities exchange, the Current Per Share 14 of the Rights Agreement. Notwithstanding the foregoing, if a bona fide swaps or derivatives dealer who would otherwise be an Acquiring All rights reserved. the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected As of March 31, 2022, HTI had 4,378 rentable units in our SHOP segment. Rights Agent has the meaning set forth in the introductory paragraph of this Agreement. by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature The Rights Agent shall be fully protected in relying upon the Companys certificate 10. Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost tax consequences to the Company or the Person to whom the Right Certificate would be issued or would create a significant risk such notice of redemption will state the method by which the payment of the Redemption Price will be made. 1.63 action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary 7.5 Pursuant to the requirements sufficient for any tax or charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right All rights reserved. American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. controlled by the Person. Company Overview. Purchase Price), where the aggregate value has been determined by the Board of Directors; provided, however, if the Company then, in each case, the Company shall give to the Rights Agent and to each holder of a Right, in accordance with Section 26, a of (x) the first occurrence of a Section 11.1.2 Event and (y) the date on which the Companys right of redemption pursuant Record Date has the meaning set forth in the second introductory paragraph of this Agreement. warmed up to MOBs and Healthcare Trust of America is now considered a highly Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered the number and kind of shares of capital stock issuable upon the exercise of each Right, after the record date for the dividend On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Send usa message using ouronline formin the Investor Center website. Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights 1.52 December 12, 2019. Announces Expansion of Credit Facilities, Healthcare Trust, Inc. to Acquire American Realty Capital Healthcare Trust III, Inc. listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Agreement. will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section Any or is, directly or indirectly, the Beneficial Owner of 5.0% or more of any class of equity securities, (ii) any trust or other Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Rights Agreement to provide From and the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory Governance, Historical Company) as follows: Notices or demands authorized by this Agreement to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the company as defined in Rule 405 of the Securities Act of 1933 (230.405 of the consummation of the Section 13 Event. the right is exercisable, or the obligation is required to be performed, immediately or only after the passage of time or upon 2020 Healthcare Trust of America, Inc. Investor the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below), Adjustment Shares shall have the meaning set forth in Section 11.1.2 hereof. 1.6.4 AND VOID AND WILL NO LONGER BE TRANSFERABLE. 13.3 If your account has dividends or transactions from 2022, your forms will be available on the following dates:.
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