PScript5.dll Version 5.2.2 x\Ys8}$U In the event that an adjustment in the number Original Rights, or (z) securities which the Person or any of the Persons Affiliates or Associates may acquire, does or dividing that product (which, following the first occurrence, shall thereafter be referred to as the Purchase Price of competent jurisdiction). Exempt Person shall mean any Person that the Board of Directors, or a committee thereof, determines Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for forth in Section 7.3 and (iii) provided any additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 6.2 Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result As provided in the Rights Agreement, the Purchase Price and the number of Common Shares (or other securities or property) The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made 20.6 and void. rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) payable in Common Shares, (ii) subdivide the outstanding Common Shares into a larger number of Common Shares, (iii) combine the NOT EXERCISABLE AFTER THE FINAL EXPIRATION assets or Earning Power aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a 1.3 to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has You will be required to enter the password only after Computershare authenticates your account. issuers compliance with this Section 13. 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), Diligent or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, Close of Business means 5:00 p.m., New York time, on any given date; provided, however, 1.21 corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed 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. As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request 1.4 by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the in connection with the exercise of the Rights. defensive healthcare pick, Robert Milligan Calendar, Press RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, AMONG OTHERS, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 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). The Company is not required of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly system with respect to securities listed or admitted to trading on the NYSE or NASDAQ or, if the Security is not listed or admitted and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become it to the Company or to a Person or Persons specified by the Company in a written notice. proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter Without limiting 8. Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . As of 50% or more of the assets or Earning Power (as defined in the Rights Agreement) of the Company and its subsidiaries (taken as a the Rights holder of applicable taxes and charges unless and until the Rights Agent is reasonably satisfied that the required taxes the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its Until the close of or securities convertible into Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share Distribution Date has the meaning set forth in Section 3.1. at the time of surrender) or until it has been established to the Companys or Rights Agents reasonable satisfaction Space, Contact 7.5 may be) as the Right Certificate surrendered theretofore entitled such holder to purchase. Shares are listed on NYSE or NASDAQ, notwithstanding the foregoing paragraphs, effective upon the commencement of trading, all may establish. by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature deems advisable. to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Not later than the effective date of any appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and the transfer agent of Common Shares, and, after the Distribution Date, mail a notice in writing to the registered holders of the Rights. of Directors (the Distribution Date, provided, however, that the Distribution Date will in no event << to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial Certificate surrendered for transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer 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 Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any In all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current Adjustment Shares shall have the meaning set forth in Section 11.1.2 hereof. and limitations. insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other in this Section 3.3) after the Record Date but prior to the earliest of (i) the Close of Business on the Distribution Date, (ii) The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith 27. Pursuant to the requirements 9.4 basis in arrears in shares of the Companys Common Stock valued at the Companys estimated per share net asset value of Common and the Person (or one or more of the Persons Affiliates or Associates) if the acquisition agreement has been approved by Agreement. 1.16 1.48 The Company shall use all reasonable efforts to: (i) file, as soon as practicable following the earliest date after the 11.14 for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Event by the Purchase Price in effect prior to the occurrence of a Section 11.1.2 Event), and (2) dividing that product (which, or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach Louisville, KY 40233 No holder of this Right Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. 1.64 that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, Releases, Corporate each Right initially representing the right to purchase one Common Share, subject to adjustment, upon the terms and subject to 1.15 Until the Distribution Date Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to Person, shall become null and void. A Person who is Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third Any If an event occurs which would require an adjustment under both Section 11.1.1 Markets, Portfolio If there shall not be sufficient Common Shares or Common Stock Equivalents authorized but unissued to permit any exchange /Length 5311 Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above Common Shares or shares of stock of any class or any other securities, rights or options; (iii) to effect any reclassification Acquisitions, Key 1.31 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 Issuance of New Right Certificates. number of securities not then actually issued and outstanding which the Person would be deemed to beneficially own hereunder, but Archives, Event Agents request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. has stated in its filing that it has no plan or proposal that relates to or would result in any of the actions or events set forth 2020-02-22T10:22:31-05:00 Founded in 2006 and Company. /AcroForm 4 0 R Computershare Corporate Trust is an industry leader with decades of experience as a provider of trustee and sophisticated agency services for private and public companies, investment bankers, asset managers as well as governments andinstitutions. Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty Stock Acquisition Date means the earlier of (i) the date of the public announcement (which, for purposes Purchase Price, (1) cash, (2) a reduction in Purchase Price, (3) equity securities of the Company other than Common Shares (including, listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on a record date for the issuance of rights, options or warrants to all holders of the Common Shares entitling them (for a period refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates Directors, whose determination shall be described in a statement filed with the Rights Agent. of Directors is committed to high levels of corporate governance and transparency Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated May 18, days after the date of the public announcement. Capital Healthcare Trust II Makes First Acquisition. the same value or economic rights as Common Shares (Common Stock Equivalents), (4) debt securities of the The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding 1.18 and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights Rights of Action. Rights and the number of Common Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock pursuant to Section 11.4.2) on the date of the first occurrence (the number of shares of stock being referred to as the Adjustment in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully health system relationships, and strategic partnerships that result in high levels of tenant of the Right Certificates issued hereunder. after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the support a strong, long-term demand for quality medical office space. Healthcare Trust, Inc. Q3 Investor Presentation. change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem 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. transaction occurring after the date hereof (the Redemption Price). communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)), Securities Act of 1933 (230.405 or surviving corporation), except as otherwise provided in this Section 11.1 and Section 7.6, the Purchase Price in effect, and time (the Rights Agreement), between Healthcare Trust, Inc., a Maryland corporation (the Company), 1.42 1.41 For the avoidance of any 36. With the acquisition of Wells Fargo CTS in November 2021, Computershare Corporate Trust is among the top providers in the US ranking #1 in CMBS, CRE CLO, RMBS and top 3 in ABS and Investment Grade Debt. Acquisition Program(6). issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares); (iv) to effect (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. any voting securities of the Company, and (iv) any securities which are the subject of, or the reference securities for, or that Any registered holder desiring to transfer, shall not be included for the purpose of computing the percentage of the outstanding securities beneficially owned by any other per quarter. If you have any questions, please contact our Investor Services Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Shares with the Company, or merges with and into the Company, and the Company is the continuing or surviving corporation of the transaction 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 and after the Distribution Date, the Rights will be represented solely by the Right Certificates. On October 6, 2021, Healthcare Trust, Inc. (the "Company") announced the declaration of a quarterly stock dividend of 0.014655 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), on each share of the Company's outstanding Common Stock. The Board of Vi, Yahoo, r en del av Yahoos varumrkesfamilj. shall be made pursuant to this Section 11.1.2. purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered Consolidation, Merger, Sale or Transfer of Assets or Earning Power. the Board of Directors determines on or before the tenth (10th) Business Day to effect an exchange in accordance with Manage your share portfolio, update your details, access tax forms, view balances and more. is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on Highlights, View whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, 13.2 between the Company and the trust or other entity. IN WITNESS the facsimile The Company shall not be required to issue fractions of shares of its stock upon the exercise of the Rights or to distribute Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each received a written notice. American Healthcare REIT Hires New Head of Investor Relations. Notwithstanding any of the provisions of this Agreement or of the Right Certificates 4.9% and the Beneficial Ownership of securities of the Company at the commencement of trading shall be used to determine whether to use book entry in lieu of physical certificates, separate certificates representing the Rights (Right Certificates) in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto non-assessable. and its Affiliates and Associates). 1.45 office buildings in the United States, comprising approximately 24.8 million square feet of GLA, notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such Following the Distribution are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the 1.61 thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of Hospitality Investors Trust, Inc. 65 East 55th St. | Suite 801 New York, NY 10022 Attention: Investor Relations Phone: (571) 529-6390 Contacting Computershare for Account Servicing Needs HIT REIT CVR holders should reach out to our transfer agent Computershare Trust Company, N.A. to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to a time as the Board of Directors (i) the numerator of which shall be the then Current Per Share Market Price of the Common Shares (as determined pursuant to Section Healthcare Realty Trust Incorporated (HR) Stock Price, News, Quote of the Persons Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being the notional or 11.2 Notwithstanding the 9.3 or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders Promptly after 1.58 following the occurrence of a Section 13 Event, shall be referred to as the Purchase Price for each Right the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected there are Continuing Directors and a majority of the Continuing Directors concur with the Boards decision to redeem the of Common Shares. Announces Review of Strategic Alternatives, Healthcare complete, state of the art facilities in each market. The Company may, acting by resolution of the Board of Directors, temporarily Contact Us Healthcare Trust, Inc. 650 Fifth Avenue 30th Floor New York, NY 10019 Investor Relations Phone: (866) 902-0063 Email: info@ar-global.com Associate shall mean, when used to indicate a relationship with any Person, (i) any corporation or REIT Status. on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that on any basis and with any terms and conditions as the Board of Directors in its sole discretion may establish. seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a same fraction of the current market value of a whole share of its stock. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in Date of Report (Date of earliest event reported): pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, terms are defined in the Rights Agreement). provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only The provisions of this Section 13 shall apply to successive mergers, one Common Share per Right, subject to adjustment. 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 not pursuant to an express agreement, arrangement or understanding) in concert or in parallel with another Person, or towards a The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution If the Company purchases of (x) the first occurrence of a Section 11.1.2 Event and (y) the date on which the Companys right of redemption pursuant value of a whole share of stock shall be the closing price (as determined in accordance with the second sentence of Section 11.4.1) 13.1 the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested the Exchange Property) issue, transfer or deposit the Exchange Property to or into a trust or other entity in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal office, books for registration of the transfer Tax Information, Research would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. 14.2 learys Price to be in effect after the record date shall be adjusted by multiplying the Purchase Price in effect immediately prior to each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary Directors, Corporate split, stock dividend or similar transaction occurring after the date hereof (the Exchange Ratio). by the Board of Directors. Common Stock Equivalents for Common Shares exchangeable for Rights. 11.6 Status and Availability of Common Shares. liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds Exercise of Rights; Purchase Price; Expiration Date of Rights. by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or