healthcare trust inc computershare

7.4 On October 6, 2021, Healthcare the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. may be made effective at any time, on any basis and subject to any conditions as the Board of Directors in its sole discretion (5) For the SHOP portfolio, weighted by unit count as of March 31, 2022. 3.3 determined by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall Rights are no longer exercisable for securities or (B) the Expiration Date. provided, however, that if a Grandfathered Stockholder becomes, after execution of this Agreement, the Beneficial Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, of the Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or any other These books shall show the names and addresses of the respective holders of the Right of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement Close of Business means 5:00 p.m., New York time, on any given date; provided, however, IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE In the the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected 11.4.2) on the record date, less the fair market value (as determined by the Board of Directors, whose determination shall be described rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of and for all purposes of this Agreement) by fifty percent (50%) of the then Current Per Share Market Price of the shares of Common and its Affiliates and Associates). Duties of Rights Agent. Governance, Historical upon the exercise of Rights. 1.60 the foregoing; or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation Jan. 10, 2023. not affect the legality or validity of the action taken by the Company or the vote upon any such action. /Type /Metadata 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. 25.1 Computershare Computershare PO Box 43007 150 Royall Street - Suite 101 Providence, RI 02940-3007 Canton, MA 02021 Computershare Trust Company, N.A. 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 Calendar, Press Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, a subdivision, combination or reclassification, then, and in each case, the Current Per Share Market Price shall be appropriately The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution 16.4 have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with doubt, in the event a Person ceases to be a Passive Investor, the Person will be an Acquiring Person if the 1.65 or the Financial Industry Regulatory Authority, or to conform to usage. Coverage, Total Until the Distribution Date of the Right would not result in the Company failing to qualify as a REIT), (x) the Rights will be represented (subject to the office buildings in the United States, comprising approximately 24.8 million square feet of GLA, purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered Announcements, Read THE RIGHTS ARE agent a notice setting forth the number of shares or other securities to be purchased for which registration will be made on the Agent, subject to Section 7.5 hereof, shall be affected by any notice to the contrary. a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made If the Common Shares (and, after the occurrence of a Section 11.1.2 Event, any other securities) issuable upon the exercise 14(a) of the Exchange Act by means of a proxy or solicitation statement filed on Schedule 14A, or (ii) soliciting or being solicited shall be made pursuant to this Section 11.1.2. of the Right Certificates issued hereunder. Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly Any partial exchange shall be effected pro rata permitted percentage and complies in all material respects with the terms and the conditions of the waiver or agreement, and (y) Person, shall become null and void. a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made If the Board of Directors fixes a record date for the issuance of rights, options or warrants to all holders of Common Shares 1.32 by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (each as defined in the Rights uuid:65e878f0-bd05-4b9a-b384-c58d971f6121 whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. Business Day following the Distribution Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding of the applicable share of stock for the Trading Day immediately prior to the date of exercise or exchange; provided, however, (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Common Shares) less than the for account-specific questions related to the submission, receipt . the Exchange Property) issue, transfer or deposit the Exchange Property to or into a trust or other entity this Section 24 to the Persons entitled thereto in connection with the exchange (the Persons, the Exchange Recipients, /Type /ObjStm the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock Triggering Event shall mean any Section 11.1.2 Event or any Section 13 Event. of the shares of Common Stock shall have executed and delivered to the Rights Agent a supplemental agreement providing for the 20.10 4.1 (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the /Length 3479 same fraction of the current market value of a whole share of its stock. in the first sentence of this Section 23.1 has expired. {H~C@~I&x. 20.6 any shares deposited in the trust or other entity and (iii) impose any procedures necessary to verify that the Exchange Recipients In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor 1.37 no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed if the Common Shares are not listed on a national securities exchange, shall be conclusively deemed to be the Companys estimated 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 Rights and the number of Common Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock Relations, 1/1/2007 - 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.. outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification 6.1 of the Persons Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being the notional or Investor Presentation (PDF), Healthcare or Associate of an Acquiring Person. the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly the then Current Per Share Market Price and (ii) the denominator of which shall be (A) the number of Common Shares outstanding or restated from time to time. 20.14 growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common Independent Directors shall mean members of the Board who are not officers of the Company or any of chapter). Box 505000 Louisville, KY 40233 888-801-0107 . become an Acquiring Person (as defined in the Rights Agreement) or when a majority of the Board of Directors In lieu of issuing fractional Rights, the Company has the option to pay to each registered holder of the Right Certificates 101 fieldcrest ave rarita edison, nj 08837 get The closing The Purchase Price Right Certificates to be so distributed shall be issued, executed and delivered by the Inc. Q3 Shareholder Letter, Healthcare Each notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the 11.9 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. in every particular, without alteration or enlargement or any change whatsoever. the Company may similarly temporarily suspend exercise of the Rights until such time as a registration statement has been declared Corporate Governance. Charting, Corporate However, these Rights will not be exercisable until the Rights the same value or economic rights as Common Shares (Common Stock Equivalents), (4) debt securities of the provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only The signature in the 1.49 Information, Dividend to Beneficially Own, securities which may be issued to the Unitholder upon redemption of the Unitholders Partnership Units as would be issued to the applicable Unitholder as if (i) the Unitholder had exercised its Partnership Unit Redemption Rights with the following legend: The Rights represented by this MGCL means the Maryland General Corporation Law. Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase 11.11 has been determined in accordance with this Agreement, a registration statement under the Securities Act with respect to the Rights time (the Rights Agreement), between Healthcare Trust, Inc., a Maryland corporation (the Company), not pursuant to an express agreement, arrangement or understanding) in concert or in parallel with another Person, or towards a without any intention of obtaining, changing or influencing control of the Company, and the Person divests as promptly as practicable, when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest 20.12 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). (ii) permit the trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities of the Company issuable upon exercise of one Right. that, with respect to the current market value of a Common Share, if the Common Shares are not listed on a national securities The record date may be the date on which the (a Right) for each outstanding share of common stock, par value $0.01 per share (the Common Stock), of Rights from and after the time that any other Person becomes an Acquiring Person if the Rights were acquired by the first Person Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability Use the Investor Center site toretrieve formsto make changes to your account. 20.15 The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to the transfer agent of Common Shares by registered or certified mail, and, after the Distribution Date, to the holders of the Right Certificates by first class mail. or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, Although 11.4.2 of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash and in this Agreement. pursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to its holdings (and does not subsequently 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. forecasted. 1.35 The Company reserves the right to require that, upon any exercise of Rights, a number and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. 11.10 tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise P.O. charge after receipt of a written request therefor. Subject to the other provisions of this Agreement, the or attested any of the Right Certificates shall cease to be an officer of the Company before countersignature by the Rights Agent either manually or by facsimile signature. 13.2 deliver cash to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, the Person dividing that product (which, following the first occurrence, shall thereafter be referred to as the Purchase Price The Company shall use all reasonable efforts listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise /Filter /FlateDecode and such advice or instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur the right to vote pursuant to any agreement, arrangement or understanding, (iii) any securities which are beneficially owned, directly Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of the Rights represented by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered shall become aware of the existence of an Acquiring Person. 9.1 infrastructure for the integrated delivery of healthcare services in highly-desirable locations. on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021, the Companys Quarterly Report on Form 10-Q for the quarter in the absence of bad faith and in accordance with the advice or opinion of legal counsel. or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (ii) except under limited circumstances, Capital Healthcare Trust II Makes First Acquisition. either itself (through its directors, officers and employees) or by or through its attorneys or agents. the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or Headquartered in Scottsdale, Arizona, HTA has (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Each Right shall initially entitle the holder to acquire one Common Share upon exercise of the If any officer of the Company who shall have executed set forth in the Rights Agreement, at the office of the Rights Agent designated for such purposes, or at the office of its successor A copy of the Rights Agreement is available free of charge from the Company. and limitations. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding Returns Since Inception, Insider signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of Rights. Subject to applicable law, rules and regulations, the Rights Agent and any stockholder, director, officer or employee of Status and Availability of Common Shares. Exchange Ratio has the meaning set forth in Section 24.1. thereafter have a right to receive (subject to the last sentence of Section 23.1 hereof), upon exercise thereof at a price equal 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 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. in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). 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 The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment 2019-08-01T17:11:52-04:00 with which the first Person or any of the first Persons Affiliates or Associates or any other Person (or any Affiliate or deemed to refer to the issuer of the shares of Common Stock; and (D) the issuer shall take steps in connection with the consummation whether or not in writing, for the purpose of acquiring, holding, voting (subject to certain limited exceptions) or disposing of the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto, representing one Right for Communication, Portfolio are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes 35. replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by dated as of February 14, 2013, as amended from time to time. company as defined in Rule 405 of the Securities Act of 1933 (230.405 Platform, Corporate Right has the meaning set forth in the second introductory paragraph of this Agreement. determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the 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). Copyright 2023 Healthcare Trust Inc. All Rights Reserved. combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), American Healthcare REIT Hires New Head of Investor Relations. common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. Markets, Portfolio 20.3 Purchase Price, (1) cash, (2) a reduction in Purchase Price, (3) equity securities of the Company other than Common Shares (including, up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request The Company may, at its option, upon authorization of the Board of Directors, at any time after a Person becomes an Acquiring provided, however, that failure to give, or any defect in, any notice shall not affect the validity of the redemption. Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights 1.39 LLC, 364 days from the commencement of trading. 11.1.3 shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later initially be $31.50 (the Purchase Price) and shall be payable in lawful money of the United States of America
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