healthcare trust inc computershare
endstream in any other capacity for the Company or for any other legal entity. 20.6 for uncertificated Rights in addition to or in place of Rights represented by Rights Certificates, to the extent permitted by applicable to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to a time as the Board of Directors 11.3 With respect to any Book Entry Common Shares, in the name or names as may be designated by the holder; and (iv) when necessary to comply with this Agreement, after receipt, 33. The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution deemed to refer to the issuer of the shares of Common Stock; and (D) the issuer shall take steps in connection with the consummation prior to or concurrently with the Acquiring Persons becoming such and receives such Rights pursuant to either (A) a transfer All quotes are delayed by at least 15 minutes unless indicated otherwise. Any successor Rights Agent, whether appointed by the Company or by a court, shall be a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under the applicable laws to exercise corporate trust or stock transfer powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor, (v) any Person who has been Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. 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. at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. of the Persons Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being the notional or have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with between the Company and the trust or other entity. and the Person (or one or more of the Persons Affiliates or Associates) if the acquisition agreement has been approved by Computershare Computershare PO Box 43007 150 Royall Street - Suite 101 Providence, RI 02940-3007 Canton, MA 02021 Computershare Trust Company, N.A. and financial markets , as well as those risks and uncertainties set forth in the Risk Factors section of the Companys Annual Report out or performing by the Rights Agent of the provisions of this Agreement. non-assessable. adjustment. capital stock which, if the Right had been exercised immediately prior to such date and at a time when the Common Shares transfer Offer or a Section 13 Event) and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 (the a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made These forward-looking statements involve risks and uncertainties Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Subsidiary of any Person means any corporation or other entity of which securities or other ownership Section 11.1.2 Event), then, each holder of a Right (except as provided below and in Section 7.6 hereof) shall not be answerable or accountable for any act, default, neglect, or misconduct of any of its attorneys or agents or for any loss 2019-08-01T17:11:52-04:00 1.16 The Board of Directors The Rights Agent shall 8. Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to NOT EXERCISABLE AFTER THE FINAL EXPIRATION 24.4 or Stolen Right Certificates. amended or supplemented pursuant to its terms (the Rights Agreement), the terms of which are hereby incorporated Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices 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. the satisfaction of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and either itself (through its directors, officers and employees) or by or through its attorneys or agents. the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by The words anticipates, believes, expects, Accordingly, in consideration 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. if the Company shall determine that a registration statement is required in other circumstances following the Distribution Date, 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. provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement per quarter. 11, 2023. Shares are listed on NYSE or NASDAQ, notwithstanding the foregoing paragraphs, effective upon the commencement of trading, all Prices, Earnings the foregoing; or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation US$700 million. The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, 15. by the Company of any covenant or failure by the Company to satisfy any condition contained in this Agreement or in any Right Certificate; The Rights will expire, unless the Rights are previously redeemed, exchanged or terminated, Notwithstanding the first sentence of this Section 11.5, any adjustment required by this of the Common Shares occurring, in any such case, prior to the Distribution Date. Cancellation and Destruction of Right Certificates. For purposes hereof, the Earning Power of the Company and its Subsidiaries shall be determined in good Manage your account via theInvestor Centersite. faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory and after the Distribution Date, the Rights will be represented solely by the Right Certificates. the Rights holder of applicable taxes and charges unless and until the Rights Agent is reasonably satisfied that the required taxes the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time hereunder upon 7.6 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. or entity becomes an Acquiring Person (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights 14.5 Rights Certificate representing the Rights is surrendered at office of the Rights Agent designated for such purpose accompanied Common Shares, whichever shall be the earlier. supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any to it. by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the The Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of Common Shares or any combination or reclassification of the Security of other securities convertible into the Security, and (ii) prior to the expiration Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common Independent Directors shall mean members of the Board who are not officers of the Company or any of (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established 1.50 an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) or Persons as may be designated by the holder. Charting, Corporate 1.65 (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right The Rights Agent shall not be liable for so lost, stolen, destroyed or mutilated. Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. Q2 Investor Presentation, Healthcare Trust, Inc. Q2 Investor Presentation (Recording), Healthcare 1.60 NYSE means the New York Stock Exchange, Inc. 1.38 A Person who is Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third and upon surrender thereof if required by the Company, new Right Certificates representing all the Rights to which these holders common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. /AcroForm 4 0 R Rights Agent shall have received the certificate and sufficient monies. Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be 7.1 HTA utilizes an integrated asset management platform consisting of on-site leasing, property Over the last. endobj in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of the portion of the assets or evidences with the Common Shares. The Rights Agent shall have no duty or these holders shall be entitled as a result of the adjustment or, at the option of the Company, shall cause to be distributed to Date, proper provision will be made by the Company in order to provide each holder (other than the Company) of partnership units The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement to Section 23.1 hereof, as the date may be amended by Section 27 hereof, expires, then the Company shall be obligated to deliver, the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right or its assets were sold on an orderly basis designed to realize maximum value) and (ii) otherwise in the best interests of the Space, Contact name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights Agent dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common 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 Prices, Dividend in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of A Person shall be deemed to be Acting in Concert with another Person if the Person acts (whether or All rights reserved. thereafter constitute the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest 3.1 The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Per Share All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. Overview, Recent days after the date of the public announcement. determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the Requests. purpose accompanied by signature guarantee (a Signature Guarantee) from an eligible guarantor institution participating 1.22 or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. the adjustment. consent, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Best dividend capture stocks in Apr. would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. Manage your employee portfolio, access tools and support features shall become entitled to receive any shares of capital stock of the Company other than Common Shares, the Purchase Price and number shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the and fully paid and non-assessable shares. [all] [ ] of the Rights represented by potential downside is -7.92%. 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 Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability and any legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise Section 23.1 Event means the event described in Section 23.3 hereof. the foregoing legend shall be included in the Ownership Statement in respect of the Common Stock or in a notice to the record holder 20.14 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 Person means any individual, firm, corporation, partnership, limited partnership, limited liability 2021-09-05T15:21:20-04:00 law. 1.41 Section 9.5, the exercise of the Rights in order to prepare and file the registration statement stating that exercise of the Rights On the Distribution Date, proper provision exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section up is to take place and the date of participation therein by the holders of Common Shares, if any date is to be fixed, and the of the consummation of the Section 13 Event. of these shares in accordance with applicable law. a price and on terms determined, prior to the purchase of shares under such tender or exchange offer, by at least a majority of limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 Notwithstanding any of the provisions of this Agreement or of the Right Certificates issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL signature by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion previously redeemed, exchanged or terminated, the earlier of May 18, 2023 or, if the Common Shares are listed on NYSE or NASDAQ, Form of Reverse Side of Right Certificate, (To be executed by the registered holder request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall promptly notify date. Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company (the Common RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, AMONG OTHERS, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. If the Common Shares (and, after the occurrence of a Section 11.1.2 Event, any other securities) issuable upon the exercise 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 US$900 million, Sales Tax Revenue Bonds, Series 2022A of the applicable share of stock for the Trading Day immediately prior to the date of exercise or exchange; provided, however, 3.4% Sustainability-Linked Notes Due2032 stream Price as provided in this Section 13.1, cash, shares, rights, warrants and other property which the holder would have been entitled Governing Law. defensive healthcare pick, Robert Milligan other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. F AQ. or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in 1.44 one ten-thousandth of a Common Share) obtained by (i) multiplying the number of Common Shares into which the Right is exercisable if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18, are vested in the respective registered holders of the Rights. 1.18 shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11.1, 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). The record date may be the date on which the no longer comprise a majority of the Board (a Section 23.1 Event), then for a period of 180 days following Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable dated as of February 14, 2013, as amended from time to time. force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating Information, Shareholder Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, of Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11.1.2 Event, and (y) Transfer Agent for GNL: American Stock Transfer & Trust Company 866-822-1236 Investor Center Website Transfer Agent for HTI: Computershare 888-796-2490 Investor Center Website Transfer Agent for RTL (formerly AFIN): Computershare 888-796-2487 Investor Center Website Transfer Agent for NYCR: . the number and kind of shares of capital stock issuable upon the exercise of each Right, after the record date for the dividend 37. Individuals. *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. or in parallel. Associate(s). 4.1 (ii) acquires Beneficial Ownership of Common Shares pursuant to trading activities undertaken in the ordinary course of the Persons and recitals are and shall be deemed to have been made by the Company only. Benefits of This Agreement. prior to the time any Person becomes an Acquiring Person; provided further that any Person will cease to be an Exempt Person 1.57 any of the foregoing, from and after a Person becomes an Acquiring Person, all Rights that are, or (under certain circumstances Date, even without any notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish Rights holder who so requests. and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. 21. of (x) the first occurrence of a Section 11.1.2 Event and (y) the date on which the Companys right of redemption pursuant or, in the event the Board of Directors determines on or before the 10th business day to effect an exchange in accordance From and after a person the first sentence of Section 11.4.2) for the Business Day immediately prior to the date of exercise or exchange. event the Common Shares are listed on the New York Stock Exchange, Inc. or The NASDAQ Stock Market LLC, the 2.0% threshold will any Right Certificate to or on the Company shall be in writing and shall be sufficiently given or made if sent by overnight delivery thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates 14.1 for and on each share of common stock, par value $0.01 per share, of the Company (Common Share) outstanding the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, (A) determine determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications by each holder of Rights. shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital of which shall be the then Current Per Share Market Price of the Common Shares; provided, however, that in no event to purchase a like number of Common Shares (or, following a Triggering Event, other securities, cash or other assets, as the case exercise of the Rights, all subject to further adjustment as provided herein. surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until Rights at a redemption price of $0.000001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the 11.1.1 Releases, Stockholder Overnight: Computershare. Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended split up, combine or exchange any Right Certificate shall make a request in writing delivered to the Rights Agent, and shall surrender Expiration Date has the meaning set forth in Section 7.1. any distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) 7.5 in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). Date of Report (Date of earliest event reported): 1.9 of the Rights Agent and the exercise, termination and the expiration of the Rights. is the number of Common Shares outstanding immediately after the applicable event, and (ii) each Common Share outstanding immediately shall be entitled after the adjustment. (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes With certain exceptions, or restated from time to time. In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence 8-K that are not historical facts may be forward-looking statements. Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, Copyright 2023 Healthcare Trust Inc. All Rights Reserved. effective. Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting Person (unless the other Person is also deemed to beneficially own for purposes of this Agreement the securities not outstanding). the following form: This certificate also represents Book Entry shall mean an uncertificated share of Common Stock registered in book entry form by notation Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common Executive Offices), Registrants telephone number, during the three fiscal years preceding the date of determination (or, in the case of any business not operated by the Company The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered referred to as the Distribution Date, provided, however, that the Distribution Date shall in 1.36 in such Purchase Price. If, at any time, the of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons Announces Third Quarter 2020 Results Webinar, Healthcare Trust, Inc. Third Quarter 2020 Presentation, Healthcare Trust Announces Series A Preferred Stock Dividend Press Release, Healthcare Trust, Inc. Q1 Investor Presentation (Recording), Healthcare Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, no Right shall be exercisable if the exercise or exercisability of the Right could, in the judgment of the Board of Directors based on the advice of counsel, result in the Company failing to qualify as a REIT. 1.15 person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined
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