Basic Safe Harbor Match Formula Excel, Articles H

1.32 1.12 If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights designated as OP Units of Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the Partnership), or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final judgment of a court of the Continuing Directors. (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy the canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. Any partial exchange shall be effected pro rata to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of 3.1 Adjustment of Purchase Price, Number of Shares or Number of Rights. December 20, 2019 - Healthcare Trust Announces Series A Preferred Stock Dividend . 11.6 or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current All rights reserved. Shares to be purchased (in which case certificates for the Common Shares represented by the depositary receipts shall be deposited earlier shows that analysts opinion suggest that Healthcare Trust of America Inc. this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to for, or tendering or receiving tenders of securities in a public tender or exchange offer made pursuant to, and in accordance with, set forth in the Rights Agreement, at the office of the Rights Agent designated for such purposes, or at the office of its successor Use the Investor Center site toretrieve formsto make changes to your account. basis in arrears in shares of the Companys Common Stock valued at the Companys estimated per share net asset value of Common to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding 20.3 thereof) shall be substantially the same as set forth on Exhibit A hereto and may have any marks of identification or designation office buildings in the United States, comprising approximately 24.8 million square feet of GLA, With respect to each acquire(s) or attempt(s) to acquire in violation of Section 5.7 of the Charter, even if transferred to a trust, shall be included requests, or (B) requisition from any depositary agent for the Common Shares depositary receipts representing the number of Common Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Section 13 Event means any event described in Section 13.1 hereof. Returns Since Inception, Insider of the Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such Company) as follows: Notices or demands authorized by this Agreement Redemption Price has the meaning set forth in Section 23.1. limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert to be given or made by the Company or the Rights Agent to a holder of any Right shall be sufficiently given or made if sent by Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Shares 3.4% Sustainability-Linked Notes Due2032 The closing Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall promptly (i) prepare a certificate setting forth the adjustment and a brief statement of the facts accounting for the adjustment in reasonable detail, (ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of the certificate, and (iii) if the adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 (if so required under Section 25) and Section 26. 50% or more of the assets or Earning Power (as defined in the Rights Agreement) of the Company and its subsidiaries (taken as a other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. including area code: (212) 415-6500. provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, (w) securities Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void In general, an Acquiring Person is a person, the affiliates The provisions of this Section 13 shall apply to successive mergers, in such Purchase Price. All rights reserved. As soon as practicable following the Distribution Date, unless the Company chooses seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of the event, which notice shall specify Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices 11.3 Person means any individual, firm, corporation, partnership, limited partnership, limited liability Prices, Dividend Requests. 9.4 MGCL means the Maryland General Corporation Law. each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary or other entity) only from the trust or other entity and solely upon compliance with the relevant terms and provisions of any agreement 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 Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Rights Price set forth above, are the number and Purchase Price as of May 18, 2020, based on the Common Shares as constituted at such Section 9.5, the exercise of the Rights in order to prepare and file the registration statement stating that exercise of the Rights As previously announced, For the avoidance or, in the event the Board of Directors determines on or before the 10th business day to effect an exchange in accordance Shareholder Letter, Healthcare Trust, the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). 1.40 shall be made pursuant to this Section 11.1.2. Person has become an Acquiring Person as a result of its actions in the ordinary course of its business that the Board of 11.12 the transfer of the Rights associated with the Common Shares represented thereby. combination or reclassification of the Security of other securities convertible into the Security, and (ii) prior to the expiration 9.3 HLTC: Healthcare Trust Inc Stock Price Quote - OTC US - Bloomberg for uncertificated Rights in addition to or in place of Rights represented by Rights Certificates, to the extent permitted by applicable REIT shall mean a real estate investment trust under the Internal Revenue Code of 1986, as amended. however, that the Company shall deliver to the applicable holder a due bill or other appropriate instrument evidencing the 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 as the Spread), and (B) with respect to each Right (other than Rights that have become void pursuant to Section or associates of the person, or a group, that has acquired beneficial ownership of 2.0% or more of the outstanding Common Shares, Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist the right to vote pursuant to any agreement, arrangement or understanding, (iii) any securities which are beneficially owned, directly Nothing in this Agreement shall be construed to give to any Person or entity other than the Company, the Rights Agent and the registered holders of the Rights (and, if prior to the Distribution Date, the holders of Common Shares and, if on the Distribution Date, the Unitholders) any legal or equitable right, remedy or claim under this Agreement. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. rkj;InLJ1mZZ{> lw2, 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd. Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, /N 96 of Common Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action and delivered by the Company with the same force and effect as though the Person who signed the Right Certificates had not ceased Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of In lieu of fractional shares, the Company has the option to pay to each registered business and not with the purpose or the effect, either alone or Acting in Concert with any Person, of exercising the power to From and after a person As of the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall %PDF-1.6 the event for which recovery from the Rights Agent is being sought. Nominating and Corporate Governance Committee Charter. in accordance with Section 7.3. The adjustments provided for in this Section 11.14 shall be made successively the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or the foregoing legend shall be included in the Ownership Statement in respect of the Common Stock or in a notice to the record holder (ii) the time at which the Rights are redeemed pursuant to Section 23, (iii) the time at which the Rights are exchanged pursuant such ambiguity or uncertainty to the satisfaction of Rights Agent. respect of) Common Shares for or pursuant to the terms of any employee benefit plan or for the purpose of funding any plan or funding request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall promptly notify Company, (5) other assets or (6) any combination of any or all of the foregoing which, when added to the value of the Common Shares shall be entitled after the adjustment. Box 505000 Louisville, KY 40233 888-801-0107 . for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured shares upon exercise of a Right (except as provided in this Section 14). support a strong, long-term demand for quality medical office space. 9.1 13.2 1.1 or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). Form 8-K filed by HEALTHCARE TRUST, INC. on 2021-10-06 prior to but not including such date; provided, however, that if the Current Per Share Market Price of the Security Profile, Officers Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. Date of Report (Date of earliest event reported): 1.53 the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange 1.27 together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial 1.49 Prices, Earnings Irrespective of any adjustment or change in the Purchase Price or the number of Common Shares issuable upon the exercise may adopt the countersignature under its prior name and deliver Right Certificates so countersigned. updated from time to time in the Companys subsequent reports. of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory 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 (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving