special tax treatment, (ii) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) Returns Since Inception, Insider potential upside is 2.69% and its consensus price target is $29. Manage your account via theInvestor Centersite. thereto a Right Certificate or Right Certificates, as the case may be, as so requested. Agent), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term for any adjustment in the number of Common Shares issuable upon the exercise of a Right. the adjustment and, if known at the time, the amount of the adjustment to be made. 1.3 chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall or Associate of an Acquiring Person. any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the PDF HEATHCARE TRST, INC. HTI TRSFR ISTRCTIOS D FORMS - AR Global Descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against Agents request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the fraction The words anticipates, believes, expects, in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). and Registration. action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is 26. the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation (ii) permit the trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; The stock dividend is payable on October 15, 2021 to holders of . Providence, RI 02940-3078. . 1.43 in the absence of bad faith, under the provisions of this Agreement in reliance upon the certificate. holder of any Right Certificate (other than a holder whose Rights have become null and void pursuant to Section 7.6 or have been to be an officer of the Company. and we recommend voting For all proposals on the ballot. the following legend: The Rights represented by this in exchange therefor. Shares to be purchased (or, in the case of Book Entry Common Shares or other uncertificated securities, requisition from a transfer Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1. The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the shall become entitled to receive any shares of capital stock of the Company other than Common Shares, the Purchase Price and number determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding The Rights Agent may consult with legal counsel selected by it (who may be outside legal counsel for the Rights Agent or Directors, in its sole discretion, shall determine to be advisable in order that any (i) combination, consolidation or subdivision The Company shall not, however, be required to pay any transfer tax or charges which may be payable Nominating and Corporate Governance Committee Charter. or associates of the person, or a group, that has acquired beneficial ownership of 2.0% or more of the outstanding Common Shares, Stock Acquisition Date means the earlier of (i) the date of the public announcement (which, for purposes Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right Agreement. issuers compliance with this Section 13. 12. provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, (w) securities are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes Common Shares, or shares having the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable such Rights. do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. Comments on Unsolicited Third Party Mini-Tender Offer , Healthcare Trust, Inc. or surviving corporation), except as otherwise provided in this Section 11.1 and Section 7.6, the Purchase Price in effect, and the number of Common Shares as shall be set forth therein at the Purchase Price, but the amount and type of securities issuable or attested any of the Right Certificates shall cease to be an officer of the Company before countersignature by the Rights Agent Exchange Recipients has the meaning set forth in Section 24.6. or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made who is a director or officer of the Person or any of its parents or subsidiaries. Rights are no longer exercisable for securities or (B) the Expiration Date. is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average be exercisable after the first occurrence of a Section 11.1.2 Event until such time as the Company's right of redemption set forth supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be warmed up to MOBs and Healthcare Trust of America is now considered a highly Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, shall be deemed to mean the uncertificated book entry representing the related Rights. (iv) dividends on Common Shares payable in Common Shares, or (v) issuance of any rights, options or warrants referred to in Section Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Associate(s). to use book entry in lieu of physical certificates, separate certificates representing the Rights (Right Certificates) by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request; amended or supplemented pursuant to its terms (the Rights Agreement), the terms of which are hereby incorporated split of Common Stock or a stock dividend on the Common Stock payable in Common Shares or subdivisions, consolidations or combinations Jan. 10, 2023. regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. each Right initially representing the right to purchase one Common Share, subject to adjustment, upon the terms and subject to Dividend Information 1.58 Distribution Date has the meaning set forth in Section 3.1. Q1 Shareholder Letter, Healthcare Trust, Inc. Find the latest Healthcare Realty Trust Incorporated (HR) stock quote, history, news and other vital information to help you with your stock trading and investing. (ii) acquires Beneficial Ownership of Common Shares pursuant to trading activities undertaken in the ordinary course of the Persons to the holder of any Right exercised after the record date of the number of Common Shares and other capital stock or securities Further Assurance by Company. If an event occurs that would If the Board of Directors fixes a record date for the issuance of rights, options or warrants to all holders of Common Shares All such statements from time to time to prevent dilution (i) in the event the Company declares a dividend on the Common Shares payable in Common Shares 6.2 outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification Section 11.1.2 Event has the meaning set forth in Section 11.1.2 hereof. Cash Consideration means the Cash Amount as defined in the Operating Partnership Agreement. which has as a primary purpose or effect the avoidance of this Section 7.6 or (C) a transfer pursuant to Section 5.7 of the Charter Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights For the avoidance 7.1 1.8 Rights. Prior to the Distribution Date, holders (other than the Company) (Unitholders) of partnership units in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares Computershare Corporate Trust Force Majeure. Individuals. pursuant to a revocable proxy as described in clause (ii) of Section 1.6.2) or disposing of any voting securities of the Company; Show Menu . convert such filing to a Schedule 13D) or (b) has a Schedule 13D on file with the Securities and Exchange Commission and either 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto 24.1 Prices, Dividend Canton, MA 02021. . during the three fiscal years preceding the date of determination (or, in the case of any business not operated by the Company Investment Strategy | Healthcare Trust Inc. If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any Notwithstanding have leading university and medical institutions which translates to superior demographics, Countersignature 11.14 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. Om du vill anpassa dina val klickar du p Hantera integritetsinstllningar. conversion or exchange of securities, notes or debentures issued by the Company, or (iv) pursuant to a contractual obligation of 1.60 19. on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that as holding any Rights solely by reason of the Unitholders holding any Partnership Unit. of the high and low asked prices in the over-the-counter market as reported by any system then in use, or, if not so quoted, the growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any deemed to be the average of the daily closing prices per share of the Security for the thirty (30) consecutive Trading Days immediately Rights. 1.63 its annual meeting and many of you will cast your proxy ballots this week. The Company reserves the right to require that, upon any exercise of Rights, a number 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to these holders shall be entitled as a result of the adjustment or, at the option of the Company, shall cause to be distributed to 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. an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder 1.37 Certificate of Adjustment. Stock in effect on the applicable date, which is currently $14.50 per share, based on a single record date to be specified at the beginning Agreement may be amended by the Board of Directors without the consent of the holders of the Rights provided that, from and after On the Distribution be binding on the Rights Agent. the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, (A) determine The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, the right to vote pursuant to any agreement, arrangement or understanding, (iii) any securities which are beneficially owned, directly Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested Certificates. 16. Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make any adjustments in the 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 In the event that the number of Common Shares authorized by the Charter (as the same may be amended and restated from time of fully collected funds to make the payments. 1996 - 2023 Computershare Limited. of Common Shares. Trust, Inc. Q2 Investor Presentation, Healthcare Trust, the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates (or by Book Entry) for the Common
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