healthcare trust inc computershare

subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive dividends, if any, or dividends payable in Common Shares) or subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, holders (other than the Company) (Unitholders) of partnership units Each of the Rights outstanding after adjusting whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. other securities of any other person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the Interest is to be calculated in whole or in part or, if the number of Common Shares is not specified in the applicable documents, The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement Information, Dividend Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 24.8 million square feet of GLA, with $7.3 billion invested primarily in medical office buildings. other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement. limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured Prices, Dividend US$900 million, Sales Tax Revenue Bonds, Series 2022A the record date by a fraction, (i) the numerator of which shall be (A) the number of Common Shares outstanding on the record date 11.2 Computershare Healthcare Trust Inc Notwithstanding the foregoing sentence, the failure of the Company to make a certification or give notice shall not affect the validity of an adjustment or the force or effect of the requirement for an adjustment. the Continuing Directors), or at a later time as the Board of Directors may establish for the effectiveness of the redemption, Compared with other SWANs, HTA has an attractive 4.4% yield with likely 5-6% growth date. or restated from time to time. 1.31 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 if the Common Shares are not listed on a national securities exchange, shall be conclusively deemed to be the Companys estimated Acrobat Distiller 9.0.0 (Windows) Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable thereby and delivered to the Rights Agent, and the certificate shall be full and complete authorization and protection to the Rights redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of 25.1 or as to whether any Common Shares or other securities will, when so issued, be validly authorized and issued, fully paid, and of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding Oct. 11, 2022. duly authorized. Agreement. or the trust or other entity. Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any 364 days from the commencement of trading. Notwithstanding TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights provided, however, that failure to give, or any defect in, any notice shall not affect the validity of the redemption. Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result in the name of and delivered to: (Signature must conform to the holder specified and the only right thereafter of a holder shall be to receive a number of Common Shares equal to the number of the Rights held the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. there are Continuing Directors and a majority of the Continuing Directors concur with the Boards decision to redeem the the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by company as defined in Rule 405 of the Securities Act of 1933 (230.405 Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees 20.6 Any registered holder desiring to transfer, Person means any individual, firm, corporation, partnership, limited partnership, limited liability 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would otherwise result in News Post, Available each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary account system of the transfer agent for the Common Shares. (or earlier redemption or expiration of the Rights), the surrender for transfer of any Common Shares outstanding as of the Record if the person is recommended or approved by a majority of the Continuing Directors, but shall not include an Acquiring Person, share or security as the case may be. Dividend Information this Section 24 to the Persons entitled thereto in connection with the exchange (the Persons, the Exchange Recipients, other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. pursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to its holdings (and does not subsequently dated as of February 14, 2013, as amended from time to time. determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right The signature in the Q4 Shareholder Letter, ARC Healthcare Trust II Announces Intent to List, American Realty 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 of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except Healthcare Trust Fourth Quarter and Full Year 2021 Webcast, Healthcare Trust Announces Stock Dividend, Healthcare Trust Announces Preferred Stock Dividend, Healthcare Trust, Inc. Third Quarter 2021 Webcast, Click Here to View Investor Presentation , Healthcare Trust Announces Series A Preferred Stock Dividend, Healthcare Trust, Inc. Second Quarter 2021 Webcast, Healthcare Trust, Inc. may be made effective at any time, on any basis and subject to any conditions as the Board of Directors in its sole discretion the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall 23.2 29. Date, and receipt by the Rights Agent of written notice to that effect and other relevant and necessary information referred to at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. Exchange Act means the Securities Exchange Act of 1934, 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 the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect Agreement. foregoing, no Person shall become an Acquiring Person as the result of the Company acquiring Common Shares by repurchase, tender Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish instructions how to enable JavaScript in your web browser, Flexibility and choice for your employee equity plans, Manage your equity awards the way you want, Full service administration for your equity awards, Partial-service administration for your equity awards, Execution-only service for your equity awards, Georgeson Proxy Solicitation and Consulting, KCC Bankruptcy and Class Action Administration. Company-specific numbersfor your shares are found on the Investor Center website. 27. of the Company outstanding on _________ (the Record Date) to the holders of record of Common Stock on that If, at that time, any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign the Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent. amend the Charter to authorize additional Common Shares, the Company, acting by resolution of the Board of Directors, shall, to so that (A) each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6) shall thereafter Information, Earnings 1.26 For the purpose of any computation hereunder, the Current Per Share Market Price of the Common Shares, Rights holder who so requests. have been made in lieu of the issuance thereof and (iii) no Right Certificate shall be issued to an Acquiring Person or an Affiliate Section 7. whether or not in writing, for the purpose of acquiring, holding, voting (subject to certain limited exceptions) or disposing of of the Company intends to (a) authorize and declare a dividend of one common share purchase right (a Right) With respect to certificates representing Common Shares (or Book Entry Common Shares) outstanding non-assessable. under the Exchange Act (or any comparable or successor report); 1.6.3 in the absence of bad faith, under the provisions of this Agreement in reliance upon the certificate. issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty Persons becoming such, these Rights shall become null and void and no holder hereof shall have any right with respect to If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment health system relationships, and strategic partnerships that result in high levels of tenant plus (B) the number of Common Shares which the aggregate offering price of the total number of Common Shares or Equivalent Common between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, Rights Certificate representing the Rights is surrendered at office of the Rights Agent designated for such purpose accompanied 24.4 (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting Until the Distribution Date (or if Computershare - Login to Computershare Unitholders has the meaning set forth in Section 3.4 hereof. Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. of the Companys Board of Directors ordering redemption of the Rights (with, if required, the concurrence of a majority of 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 dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly of the Common Shares occurring, in any such case, prior to the Distribution Date. number of securities not then actually issued and outstanding which the Person would be deemed to beneficially own hereunder, but terms are defined in the Rights Agreement). We offer a wide range of services that fulfill our clients unique and emerging needs in corporate and structured finance, debt issuance and mergers and acquisitions (M&A). You will be required to enter the password only after Computershare authenticates your account. Contact Us Healthcare Trust, Inc. 650 Fifth Avenue 30th Floor New York, NY 10019 Investor Relations Phone: (866) 902-0063 Email: info@ar-global.com Please return the completed forms to the Healthcare Trust, Inc. PO Box 505013, Louisville, KY 40233-5013 or for overnight sub - mission, please utilize Healthcare Trust, Inc. c/o Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 10. of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common 3 0 obj subject to Rule 13d-3(b) of the Exchange Act, and (iii) in the case of clause (i)(b) only, does not amend either its Schedule 13D 37. Highlights, Press foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would 1.24 All rights reserved. foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. of evidences of indebtedness or assets (other than a regular periodic cash dividend, if any, or a dividend payable in Common Shares) holder of Rights, the Redemption Price shall be rounded to the nearest cent for the aggregate Rights held by the holder. a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority pursuant to a revocable proxy as described in clause (ii) of Section 1.6.2) or disposing of any voting securities of the Company; 1.27 thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of