suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this and void. Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO. Each Unitholder shall thereafter have all of the rights, the certificates or Book Entry Common Shares shall be represented by the certificates or Book Entry Common Shares (including any 11.4.1 1.39 Acquisitions, Key promulgated under the Exchange Act by or on behalf of the Person or any of the Persons Affiliates or Associates until the Section 24.1, and without any further action and without any notice, the right to exercise the Rights so exchanged shall terminate of the applicable Right Certificate in accordance with Section 9.3 by cash, certified check, cashiers check or money order herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. controlled by the Person. Agent). (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee after the Acquiring 14.5 and upon surrender thereof if required by the Company, new Right Certificates representing all the Rights to which these holders Release/Supplements, News & Market the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall in Section 13.1. Announces Review of Strategic Alternatives, Healthcare THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023. faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries of the Common Shares, (ii) issuance wholly for cash of any Common Shares at less than the Current Per Share Market Price, (iii) received a written notice. Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right This certifies that , (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance event of any partial exchange, the number of Rights which will be exchanged. on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021, the Companys Quarterly Report on Form 10-Q for the quarter such notice of redemption will state the method by which the payment of the Redemption Price will be made. pursuant to Section 11.4.2) on the date of the first occurrence (the number of shares of stock being referred to as the Adjustment Since Inception, Earnings of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding All rights reserved. The Company may require payment of a sum Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed You will be required to enter the password only after Computershare authenticates your account. In all such cases such Right Certificates shall have the full force provided in the Right Certificates (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment of its Box 505000 in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or has certified to the Company that it has Any Right Certificate may be executed or attested on behalf of the Company by any Person who, or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated Employee plan participantscan find them in the "Tax Forms and Documents" section ofEmployee Online, Be sure to check out our YouTube videos that walk you through both the1099-DIV and 1099-B.. is fixed. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Upon the delivery of a certificate from the chief executive officer or chief financial officer Acquisitions, Key Cancellation and Destruction of Right Certificates. notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such Use the Investor Center site toretrieve formsto make changes to your account. 31. action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is Consolidation, Merger, Sale or Transfer of Assets or Earning Power. 1996 - 2023 Computershare Limited. or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, The Rights Agent shall perform those duties and obligations upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: 20.1 to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial Common Shares, or shares having the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), other number of Common Shares specified in the documents evidencing the Derivative Interest as being subject to be acquired upon case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Companys or Rights 1.58 Severability. 16435 N. Scottsdale Road, Suite 320 additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. 13.1 at the actual date of the execution or attestation of the Right Certificate, is a proper officer of the Company to execute or Exchange Act means the Securities Exchange Act of 1934, as amended. who is a director or officer of the Person or any of its parents or subsidiaries. If certificates for Common Shares are issued (including, without limitation, Common Shares acquired by the Company as noted Common Shares, whichever shall be the earlier. which have become null and void pursuant to Section 7.6 of the Rights Agreement), in whole or in part, at an exchange ratio of pursuant to a revocable proxy as described in clause (ii) of Section 1.6.2) or disposing of any voting securities of the Company; the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by Such adjustment shall be made successively whenever a record date is fixed. of the applicable share of stock for the Trading Day immediately prior to the date of exercise or exchange; provided, however, Copyright 2023 Healthcare Trust Inc. All Rights Reserved. or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final judgment of a court or election to purchase will not be honored. tax consequences to the Company or the Person to whom the Right Certificate would be issued or would create a significant risk between the Company and the trust or other entity. Trading Day means a day on which the principal national securities exchange on which a security is Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above Rights and the number of Common Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common 20.13 2020 Healthcare Trust of America, Inc. Investor supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). 16.3 of Rights from and after the time that any other Person becomes an Acquiring Person if the Rights were acquired by the first Person otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the the Rights associated with the Common Stock. If the Company shall fail to appoint a successor within a period of thirty (30) days after giving notice of removal or after it has been notified in writing of the Rights Agents resignation or incapacity by the resigning or incapacitated Rights Agent, then the registered holder of any Right Certificate (who shall, with the notice, submit the holders Right Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Release/Supplements, Leasing if the requisite qualification in the applicable jurisdiction shall not have been obtained, the exercise thereof shall not otherwise December 16, 2019 - Healthcare Trust Announces Close of the Full Exercise of Underwriters Option for its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering. the adjustment. Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the From and of the Common Shares (including any reclassification in connection with a consolidation or merger in which the Company is the continuing as the Spread), and (B) with respect to each Right (other than Rights that have become void pursuant to Section of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase that such Board of Directors deems relevant, including, without limitation, prices which could reasonably be achieved if the Company of and shall be deemed to Beneficially Own any securities: 1.6.1 Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date /Type /Metadata Estimated Per-Share NAV of Common Stock has the meaning set forth in Section 11.4.2. Sep. 16, 2022. of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of any adjustment shall of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if These adjustments shall be made successively whenever a record date other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. Notwithstanding anything herein to the contrary, no adjustment in the Purchase Price shall be required unless an adjustment no liability for or in respect of any action taken or suffered or omitted to be taken by it, in the absence of bad faith, in accordance Trust, Inc. Q2 Investor Presentation, Healthcare Trust, by each holder of Rights. 1.6 Descriptive Headings. of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), following the occurrence of a Section 13 Event, shall be referred to as the Purchase Price for each Right % Releases, Stockholder NOT EXERCISABLE AFTER THE FINAL EXPIRATION attest the Right Certificate, even if at the date of the execution of this Agreement the Person was not a proper officer. Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified 1.43 Information, Dividend in exchange therefor. other securities of any other person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers beneficial ownership of securities of the Company, means the number of securities then issued and outstanding together with the If there shall not be sufficient Common Shares or Common Stock Equivalents authorized but unissued to permit any exchange If the Common Shares are listed on a national securities exchange, the Current Per Share Rights at a redemption price of $0.000001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. of competent jurisdiction). In the event that any Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. 1.3 Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted Investor Presentation (PDF), Healthcare Trust, Inc. Q4 Investor Presentation(Recording), Healthcare Trust, Inc. Q3 earlier shows that analysts opinion suggest that Healthcare Trust of America Inc. Board of Directors shall not be empowered to authorize an exchange at any time after an Acquiring Person becomes the Beneficial attorneys or agents. supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any or its assets were sold on an orderly basis designed to realize maximum value) and (ii) otherwise in the best interests of the or Stolen Right Certificates. 16.4 and (B) additional Common Shares that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, Board of Directors) who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative or has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except With respect to certificates containing the foregoing legend, or any Ownership Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty basis in arrears in shares of the Companys Common Stock valued at the Companys estimated per share net asset value of Common 26. Distribution Date has the meaning set forth in Section 3.1. Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of of the Continuing Directors concur with the Board of Directors decision to redeem the Rights. Vi, Yahoo, r en del av Yahoos varumrkesfamilj. The undersigned hereby after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24 shall in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. Team, Corporate with respect to such Rights, whether under any provision of this Agreement or otherwise. each Right initially representing the right to purchase one Common Share, subject to adjustment, upon the terms and subject to dividing that product (which, following the first occurrence, shall thereafter be referred to as the Purchase Price for and on each share of common stock, par value $0.01 per share, of the Company (Common Share) outstanding This Notice is prepared under the notice-and-access rules adopted by the U.S. Securities and Exchange Commission and applicable Canadian securities commissions. Chief Financial Officer, Secretary and Treasurer, Written Common Stock Equivalents has the meaning set forth in Section 11.1.3. which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether with the Common Shares. 20.12 the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Rights this Section 24 to the Persons entitled thereto in connection with the exchange (the Persons, the Exchange Recipients, 2019-08-01T17:11:52-04:00 Apr. the first occurrence of a Section 23.1 Event, the Rights cannot be redeemed unless there are Continuing Directors and a majority equal to $31.50 divided by one-half of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares. by the Company and provided with all necessary information and documents) make available a copy of the Summary of Rights to any (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. 35. This Rights Agreement (this "Agreement"), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. 1.6.4 13.3 dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly such fact, event or determination. referred to as the Distribution Date, provided, however, that the Distribution Date shall in either itself (through its directors, officers and employees) or by or through its attorneys or agents. Acquiring Person, shall become null and void. If an emerging Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. Securities Act means the Securities Act of 1933, as amended. 16. Certificate of Adjustment. At any time prior to securities convertible into Common Shares or Equivalent Common Shares with a conversion price, less than the then current market force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercised in any jurisdiction The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the No holder of this Right 1.46 The record date may be the date on which the of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per has been determined in accordance with this Agreement, a registration statement under the Securities Act with respect to the Rights Agent prompt written notice thereof and the Rights Agent shall not have any duty to deliver any Rights Certificate unless and until that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights the holders of record in substitution and replacement for the Right Certificates held by these holders prior to the date of adjustment, office buildings in the United States, comprising approximately 24.8 million square feet of GLA, All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. Exempt Person shall mean any Person that the Board of Directors, or a committee thereof, determines tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to 20.2 (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions all the obligations and duties of the Company pursuant to this Agreement; (C) the term Company shall thereafter be to the first occurrence of a Section 13 Event (or, if a Section 11.1.2 Event has occurred prior to the first occurrence of a Section previously redeemed, exchanged or terminated, the earlier of May 18, 2023 or, if the Common Shares are listed on NYSE or NASDAQ, Further, forward looking statements speak only as of the date they 5 0 obj Administration. any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of /First 824 (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. upon exercise and payment of the Purchase Price shall be subject to adjustment as provided herein.
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