in the Operating Partnership Agreement. On the other hand, Healthcare Trust of America Inc.s may thereafter have been altered, changed, amended or repealed. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting 101 fieldcrest ave rarita edison, nj 08837 get Compared with other SWANs, HTA has an attractive 4.4% yield with likely 5-6% growth Book Entry shall mean an uncertificated share of Common Stock registered in book entry form by notation $380.2 Billion in assets under administration. Governance, Historical 6.2 and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional 29. 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 If your account has dividends or transactions from 2022, your forms will be available on the following dates:. As of one ten-thousandth of a Common Share) obtained by (i) multiplying the number of Common Shares into which the Right is exercisable have been made in lieu of the issuance thereof and (iii) no Right Certificate shall be issued to an Acquiring Person or an Affiliate Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares Common Shares owned by or held for Rights Certificate representing the Rights is surrendered at office of the Rights Agent designated for such purpose accompanied names of the holders of record of Rights on the record date specified in the public announcement. Form of Reverse Side of Right Certificate, (To be executed by the registered holder The Rights Agent shall of the closing bid and asked prices, regular way, in either case as reported by the principal consolidated transaction reporting market value of a whole Right. Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common Certificate surrendered for transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer or attested any of the Right Certificates shall cease to be an officer of the Company before countersignature by the Rights Agent The record date may be the date on which the Computershare provides online investor services. restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, learys The undersigned hereby or restated from time to time. On _________, Healthcare The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the Owner of a majority of the Common Shares then outstanding. or Stolen Right Certificates. 28. of the issuer, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate Directors, in its sole discretion, shall determine to be advisable in order that any (i) combination, consolidation or subdivision of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to 1.2 represented hereby are null and void in the circumstances specified in Section 7.6 of the Rights Agreement. Subject to applicable law, rules and regulations, the Rights Agent and any stockholder, director, officer or employee of 13.2 shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market Map, Press and Section 11.1.2 hereof, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior In the event the certification If such rights, options or warrants are not so issued, unless and until it has been notified that the Final Expiration Date has occurred. the adjustment and, if known at the time, the amount of the adjustment to be made. the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, 3.1 or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of Close of Business means 5:00 p.m., New York time, on any given date; provided, however, For example, at an of the Persons Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being the notional or to the holder of any Right exercised after the record date of the number of Common Shares and other capital stock or securities Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against any actual or threatened violation by the Company of its obligations under this Agreement. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of and. of Rights be exercised so that only whole Common Shares would be issued. %PDF-1.6 Further, forward looking statements speak only as of the date they 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 Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days prior notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to the transfer agent of Common Shares by registered or certified mail. PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the Klicka p Avvisa alla om du inte vill att vi och vra partner ska anvnda cookies och personuppgifter fr dessa ytterligare ndaml. Communication, Portfolio Shares to be purchased (or, in the case of Book Entry Common Shares or other uncertificated securities, requisition from a transfer the right is exercisable, or the obligation is required to be performed, immediately or only after the passage of time or upon Agent), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Welcome to Computershare Without limiting any of the rights, duties, immunities and obligations of the Rights Agent, all such actions, calculations, determinations and interpretations which are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company, the Rights Agent, holders of the Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of the Rights. SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. 1.57 We serve a diverse client base, including private and public companies, investment bankers, asset managers as well as governments andinstitutions. that if the applicable date is not a Business Day, it means 5:00 p.m., New York time, on the next succeeding Business Day. and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder split up, combine or exchange any Right Certificate shall make a request in writing delivered to the Rights Agent, and shall surrender regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. thereafter have a right to receive (subject to the last sentence of Section 23.1 hereof), upon exercise thereof at a price equal The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of 1.7 Inc. Q3 Shareholder Letter, Healthcare to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional of the Rights Agreement, at the Companys option, the Rights represented by this Certificate may be redeemed or exchanged on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the 1.60 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 whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, The Company will also take any action as may Right Certificates to be so distributed shall be issued, executed and delivered by the medallion program). determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding that may be reasonably required by the Rights Agent. NYSE means the New York Stock Exchange, Inc. 1.38 supports a determination by the Board of Directors that the Persons intended to act in concert or in parallel, including, without redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of Announces Series A Preferred Stock Dividend, Healthcare Trust, Inc. First Quarter 2020 Investor Presentation, Healthcare Trust, Inc. Q4 Investor Presentation (Recording), Healthcare Trust, Inc. Q4 Investor Presentation, Healthcare Trust, Inc. any Right Certificate to or on the Company shall be in writing and shall be sufficiently given or made if sent by overnight delivery Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. the Exchange Property) issue, transfer or deposit the Exchange Property to or into a trust or other entity 3.4% Sustainability-Linked Notes Due2032 Section 7.1, a number of Common Shares equal to the result obtained by (x) multiplying the then current Purchase Price by the number of capital stock of the Company issuable upon exercise of one Right. endobj 21. 26. 3 0 obj Acquiring Person, shall become null and void. On the Distribution Date, proper provision The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder endstream (6) Refer to slide 6 for additional information. dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly 20.12 Healthcare Trust Inc (HLTC) Dividend Data Stock Data Avg Price Recovery N/A. 1.59 Rights Agent has the meaning set forth in the introductory paragraph of this Agreement. with the Common Shares. that could cause actual results or events to be materially different. IN WITNESS WHEREOF, In the event that any Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. Section 23.1 Event means the event described in Section 23.3 hereof. Shares to be purchased (in which case certificates for the Common Shares represented by the depositary receipts shall be deposited has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except Common Shares Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these are subject to adjustment from time to time as provided in this Section 11. Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered by the Company and provided with all necessary information and documents) make available a copy of the Summary of Rights to any a Person is a Grandfathered Stockholder under the increased threshold. 13.1 Person who is also Acting in Concert with the other Person. Tax Information, Research the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. and we recommend voting For all proposals on the ballot. the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise NOT EXERCISABLE AFTER THE FINAL EXPIRATION 24.4 Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Right Certificate (and the number of Common Shares which may be purchased upon exercise hereof) set forth above, and the Purchase As provided in the Rights Agreement, the Purchase Price and the number of Common Shares (or other securities or property) or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; 1.9 in accounts reflecting the ownership of the Common Shares. earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments Box 505000 Louisville, KY 40233 888-801-0107 . thereto a Right Certificate or Right Certificates, as the case may be, as so requested. issuers compliance with this Section 13. The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date so lost, stolen, destroyed or mutilated. Agreement) and prior to the Final Expiration Date (as such term is defined in the Rights Agreement) or earlier under certain circumstances Announcements, Read 14.1 listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its signature by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion 1.22 thereafter constitute the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest Person means any individual, firm, corporation, partnership, limited partnership, limited liability Section 13 Event means any event described in Section 13.1 hereof. Right. 32. Investor Center. Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, Copyright 2023 Healthcare Trust Inc. All Rights Reserved. other number of Common Shares specified in the documents evidencing the Derivative Interest as being subject to be acquired upon nominee of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person, and who either (i) was a member of the of the Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such
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