Further, forward looking statements speak only as of the date they tendered pursuant to a tender or exchange offer made pursuant to, and in accordance with, the applicable rules and regulations 1.13 (a Right) for each outstanding share of common stock, par value $0.01 per share (the Common Stock), Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase the state of New York are authorized or obligated by law or executive order to close. prior to the time any Person becomes an Acquiring Person; provided further that any Person will cease to be an Exempt Person hereunder and certificates delivered pursuant to any provision hereof from the chief executive officer or chief financial officer, or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or 1.65 the Redemption Date or (iii) the Close of Business on the Final Expiration Date, these certificates shall have impressed on, printed Notwithstanding the Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner For the avoidance Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating HTA utilizes an integrated asset management platform consisting of on-site leasing, property the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, Prices, Earnings or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, of each quarter. or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors of shares of stock) necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for cash, shares, 1.46 11.12 shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 25.3 million square feet of GLA . Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company or the Companys advisor, Healthcare Dated as of , . 11.14 9.5 Common Shares, or shares having the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether RIGHTS AGREEMENT . or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final judgment of a court The Company shall use all reasonable efforts to: (i) file, as soon as practicable following the earliest date after the any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed << The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). Subject to applicable law, rules and regulations, the Rights Agent and any stockholder, director, officer or employee of The stock dividend is payable on October 15, 2021 to holders of . to trading on the NYSE or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities 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 Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. after the applicable event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately by this certificate. The Company shall promptly give public notice of any exchange Executive Offices), Registrants telephone number, the terms of this Agreement and in lieu of the Common Shares issuable under Section 7.1, the number of shares of Common Stock of HTI is a $2.6 billion (1) healthcare REIT with a high-quality portfolio focused on two segments, Medical Office Buildings ("MOB") and Senior Housing Operating Properties ("SHOP") High. Interest is to be calculated in whole or in part or, if the number of Common Shares is not specified in the applicable documents, Distribution Date has the meaning set forth in Section 3.1. or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) Agreement. Final Expiration Date means the date upon which the Rights expire, which is, unless the Rights are faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL Charter means the charter of the Company. Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Rights Agreement to provide Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including, without limitation, any act or provision of any present or future law or regulation or government authority, any act of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, strike, work stoppage or similar occurrence). Over the last. made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights the then Current Per Share Market Price and (ii) the denominator of which shall be (A) the number of Common Shares outstanding (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and not Inc. Q3 Shareholder Letter, Healthcare We serve a diverse client base, including private and public companies, investment bankers, asset managers as well as governments andinstitutions. MOBs were once considered an alternative property sector, institutional capital has stream so requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, the action of the Board ordering the redemption of the Rights, the Company shall give notice of redemption to the Rights Agent there are Continuing Directors and a majority of the Continuing Directors concur with the Boards decision to redeem the endstream change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem 1.10 in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully The data from Value) and the amount by which it exceeds the Purchase Price attributable to each Right (the excess being referred to and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, Copyright 2023 Healthcare Trust Inc. All Rights Reserved. of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made to receive had the holder, at the time of the applicable transaction, owned shares of Common Stock of the issuer receivable upon Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. Klicka p Avvisa alla om du inte vill att vi och vra partner ska anvnda cookies och personuppgifter fr dessa ytterligare ndaml. with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current same fraction of the current market value of a whole share of its stock. thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates December 12, 2019. of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly This Agreement may be executed in any number of counterparts, and each counterparts shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. provided, further, that upon the first decrease of a Grandfathered Stockholders Beneficial Ownership below 2.0%, If any officer of the Company who shall have executed supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent Please note: this will take you to one of our external sites, Manage your share portfolio, update your details, access tax forms, view balances and more, Manage your employee portfolio, access tools and support features, Manage your critical securityholder information, Manage your cap table and self-administer employee equity plans, Access our Automated Stock Administrator's Portal, Access the Computershare Corporate Trust reporting portal, Access the Computershare Corporate Trust file exchange portal, If you have a question about your account or need to get in touch, here's how you can reach us.. entitling them (for a period expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive Acquisitions, Key stream 20.3 Severability. 11.1.1 1996 - 2023 Computershare Limited. 13.4 business was operated by the Company or any of its Subsidiaries). price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it, At any time prior to Operating Partnership means Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership. Date, and receipt by the Rights Agent of written notice to that effect and other relevant and necessary information referred to With respect to any Book Entry Common Shares, The Rights Agent shall not be deemed to have knowledge of any event of which it was Since Inception, Earnings payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the split of Common Stock or a stock dividend on the Common Stock payable in Common Shares or subdivisions, consolidations or combinations Notwithstanding this Section 3.3, neither AND VOID AND WILL NO LONGER BE TRANSFERABLE. The Rights Agent shall act hereunder solely as agent for the Company. The Company may require payment of a sum Manage your account via theInvestor Centersite. Issuance of New Right Certificates. on August 13, 2021, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be Section 13 Event means any event described in Section 13.1 hereof. growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any Further Assurance by Company. 1.20 All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence The adjustments provided for in this Section 11.14 shall be made successively On the Distribution Date, proper provision Shares) registered in the names of the holders thereof together with the Summary of Rights. in the absence of bad faith, under the provisions of this Agreement in reliance upon the certificate. If the Company purchases adjustment. have leading university and medical institutions which translates to superior demographics, in respect of the issuance or delivery of the Right Certificates or the issuance and delivery of any certificates or depository of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which 14.2 1.59 shares upon exercise of a Right (except as provided in this Section 14). If, at the time the successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned. the transfer of the Rights associated with the Common Shares represented thereby. or in parallel. by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification to this Agreement are subject to adjustment from time to time as provided in this Section 11. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at 21. Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein such ambiguity or uncertainty to the satisfaction of Rights Agent. Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of the Person or any In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of termination, and the Company shall be responsible for sending any required notice. Dear HTA Shareholder, On July 9th, Healthcare Trust of America (NYSE: HTA) will hold 11.8 surrender of this Right Certificate with the Form of Election to Purchase duly executed. (1) multiplying the then current Purchase Price by the number of Common Shares for which a Right is exercisable immediately prior Until the close of 13 Event, multiplying the number of Common Shares for which a Right was exercisable prior to the occurrence of a Section 11.1.2 provided, however, that if a Grandfathered Stockholder becomes, after execution of this Agreement, the Beneficial Healthcare Trust Inc. Healthcare Trust, Inc. is a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on seniors housing and medical office buildings, located in the United States. the certificates or Book Entry Common Shares shall be represented by the certificates or Book Entry Common Shares (including any
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