healthcare trust inc computershare

Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Over the last. Please see the Companys Current Report on Form 8-K filed with the SEC on April 2, 2021 for a full description of the certificates which represent fractional shares. 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 a federally chartered trust company, as Rights Agent. listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its {H~C@~I&x. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices numerator of which is the number of Common Shares outstanding immediately before the applicable event and the denominator of which Announces Review of Strategic Alternatives, Healthcare is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated of Rights as set forth in Section 6 or this Section 7 unless the registered holder shall have (i) properly completed and signed upon the happening of certain events. Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable deemed to be an Acquiring Person for any purpose of this Agreement. The Company shall promptly give public notice of any exchange Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common Tax Information, Research are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, of the Company intends to (a) authorize and declare a dividend of one common share purchase right (a Right) In the event the Common Purchase Price has the meaning set forth in Section 7.2. 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) in every particular, without alteration or enlargement or any change whatsoever. forth in Section 7.3 and (iii) provided any additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights Agent shall execute such supplement or amendment; provided, however, that notwithstanding anything in this Agreement Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company or the Companys advisor, Healthcare Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company (the Common 30. Common Shares has the meaning set forth in the second introductory paragraph of this Agreement. Dated as of , . whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. It divides the Forward Annualized Dividend by FY1 EPS. during the three fiscal years preceding the date of determination (or, in the case of any business not operated by the Company Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. Q2 Investor Presentation, Healthcare Trust, Inc. Q2 Investor Presentation (Recording), Healthcare This Right Certificate Countersignature 20.14 with the Common Shares. may establish. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed, and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities on the record date plus (B) the number of additional Common Shares or Equivalent Common Shares to be offered for subscription or surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) the Board of Directors prior to the Persons becoming an Acquiring Person; or (ii) the right to vote pursuant to any agreement, Following the Distribution the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; 1.6.2 to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement Certificate representing Rights that have become null and void pursuant to Section 7.6 or that have been exchanged pursuant to Earning Power has the meaning set forth in Section 13.4. Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended AND VOID AND WILL NO LONGER BE TRANSFERABLE. 20.8 and limitations. If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights The stock dividend is payable on October 15, 2021 to holders of . Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted 1.18 the provisions of this Agreement (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (each as defined in the Rights Markets, Portfolio 1.22 of the issuer, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase for any adjustment in the number of Common Shares issuable upon the exercise of a Right. Right. the Person becoming an Acquiring Person); provided, however, that if a Person would, but for the provisions of this Canton, MA 02021. . in the first sentence of this Section 23.1 has expired. /Length 3479 Agent, subject to Section 7.5 hereof, shall be affected by any notice to the contrary. Value) and the amount by which it exceeds the Purchase Price attributable to each Right (the excess being referred to The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the Shares are listed on NYSE or NASDAQ, notwithstanding the foregoing paragraphs, effective upon the commencement of trading, all Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be of an Acquiring Person (as such terms are defined in the Rights Agreement). proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter Trust, Inc. Q1 Shareholder Letter, Healthcare past, and were now witnessing the power of its scale advantage. 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, The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the fifth (5th) any national securities exchange, a Business Day. additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. to time) but not outstanding or reserved for issuance for purposes other than exercise of the Rights is not sufficient to permit to receive upon surrender hereof another Right Certificate or Right Certificates for the number Rights not exercised, subject to the adjustment. Exchange Ratio has the meaning set forth in Section 24.1. subject to Rule 13d-3(b) of the Exchange Act, and (iii) in the case of clause (i)(b) only, does not amend either its Schedule 13D All quotes are delayed by at least 15 minutes unless indicated otherwise. Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Rights Agreement to provide to satisfy the Partnership Unit Redemption Rights by paying the Unitholder the Share Consideration (rather than the Cash Consideration) Company. of the Rights Agent. and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights 1996 - 2023 Computershare Limited. to any adjustment required pursuant to Section 11.1.2 hereof. Common Shares owned by or held for a price and on terms determined, prior to the purchase of shares under such tender or exchange offer, by at least a majority of of Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11.1.2 Event, and (y) Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. all the obligations and duties of the Company pursuant to this Agreement; (C) the term Company shall thereafter be security, a long call option and a short put option position, in each case, regardless of whether (x) the interest conveys any dated as of May 18, 2020, as the same may be amended from time to time, between the Company and Computershare Trust Company, N.A.,

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