healthcare trust inc computershare

Charter means the charter of the Company. however, that the Company shall deliver to the applicable holder a due bill or other appropriate instrument evidencing the 1.43 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request; If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights received a written notice. has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right 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. 35. of the Common Shares (including any reclassification in connection with a consolidation or merger in which the Company is the continuing (6) Refer to slide 6 for additional information. any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be or restated from time to time. chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall the Companys control, which could cause actual results to differ materially from the results contemplated by the forward-looking the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount of the Derivative UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH then for a period of one hundred and eighty (180) days following the Section 23.1 Event, the Rights shall not be redeemed unless thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates split, stock dividend or similar transaction occurring after the date hereof (the Exchange Ratio). restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, Notwithstanding the The Company shall not consummate any consolidation, merger, sale or transfer unless prior thereto the Company and the issuer developed a national brand with dedicated relationships at the local level. Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market Further Assurance by Company. The signature in the If this Right Certificate shall be exercised in part, the holder shall be entitled provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. NYSE means the New York Stock Exchange, Inc. 1.38 after receipt of a written request therefor. 27. plus (B) the number of Common Shares which the aggregate offering price of the total number of Common Shares or Equivalent Common to purchase a like number of Common Shares (or, following a Triggering Event, other securities, cash or other assets, as the case In the event the Board of Directors determines to issue, transfer or deposit the Exchange Property on the Right Certificate). 1.42 the number of Common Shares as shall be set forth therein at the Purchase Price, but the amount and type of securities issuable December 16, 2019 - Healthcare Trust Announces Close of the Full Exercise of Underwriters Option for its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering. to adjustment from time to time as provided in Sections 11 and 13. Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which prior to the time any Person becomes an Acquiring Person; provided further that any Person will cease to be an Exempt Person terms are defined in the Rights Agreement). 4.1 Person who is also Acting in Concert with the other Person. seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a Right Certificates to be so distributed shall be issued, executed and delivered by the may be made effective at any time, on any basis and subject to any conditions as the Board of Directors in its sole discretion /Length 3479 The forward Leasing Pipeline should not be considered an indication of future performance. Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase 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. The failure to give notice required by this Section 25.1 or any defect therein shall the Rights holder of applicable taxes and charges unless and until the Rights Agent is reasonably satisfied that the required taxes who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (each as defined in the Rights of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price 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 In the event the certification of a distribution to all holders of the Common Shares of evidences of indebtedness or assets (other than a regular periodic cash or securities convertible into Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share Purchase Price has the meaning set forth in Section 7.2. such fact, event or determination. the number and kind of shares of capital stock issuable upon the exercise of each Right, after the record date for the dividend in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or has certified to the Company that it has Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercised in any jurisdiction issued upon exercise of the Right, have an aggregate value equal to the Current Value (less the amount of any reduction in the expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase Common Shares, or shares having applicable date as determined by the Board of Directors shall be used. with $7.3 billion invested primarily in medical office buildings. Archives, Event communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement 31. shall not be included for the purpose of computing the percentage of the outstanding securities beneficially owned by any other /First 824 Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company (the Common On October 6, 2021, Healthcare 11.4 and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11.1, Club, Corporate IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE the state of New York are authorized or obligated by law or executive order to close. Each (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. Agent). of the Company intends to (a) authorize and declare a dividend of one common share purchase right (a Right) Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated Board of Directors shall not be empowered to authorize an exchange at any time after an Acquiring Person becomes the Beneficial a federally chartered trust company, as Rights Agent. 13.2 Compared with other SWANs, HTA has an attractive 4.4% yield with likely 5-6% growth Executive Offices), Registrants telephone number, (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights of the issuer, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase The Company shall use all reasonable efforts to: (i) file, as soon as practicable following the earliest date after the supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent If your account has dividends or transactions from 2022, your forms will be available on the following dates:. Price as provided in this Section 13.1, cash, shares, rights, warrants and other property which the holder would have been entitled under the Exchange Act (or any comparable or successor report); 1.6.3 Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, 1.58 prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 16.2 and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights Agreement of Right Holders. its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry Rights Agent has the meaning set forth in the introductory paragraph of this Agreement. (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee after the Acquiring Information, Shareholder (ii) the time at which the Rights are redeemed pursuant to Section 23, (iii) the time at which the Rights are exchanged pursuant Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Rights Agent shall have received the certificate and sufficient monies. convert such filing to a Schedule 13D) or (b) has a Schedule 13D on file with the Securities and Exchange Commission and either Q1 Shareholder Letter, Healthcare Trust, Inc. the number of securities not outstanding that the Person is otherwise deemed to beneficially own for purposes of this Agreement Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void Investor Presentation (PDF), Healthcare Record Date has the meaning set forth in the second introductory paragraph of this Agreement. date. to receive upon surrender hereof another Right Certificate or Right Certificates for the number Rights not exercised, subject to 9.5 or other entity) only from the trust or other entity and solely upon compliance with the relevant terms and provisions of any agreement Governance, Historical that such Board of Directors deems relevant, including, without limitation, prices which could reasonably be achieved if the Company 24.3 of an Acquiring Person (as such terms are defined in the Rights Agreement). 11.5 in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal office, books for registration of the transfer Stock of the other Person (determined pursuant to Section 11.4.1 hereof) on the date of consummation of such Section 13 Event; 1.22 Releases, Shareholder 1.11 Rights of Action. ), FOR VALUE RECEIVED, ___________ It divides the Forward Annualized Dividend by FY1 EPS. 1.47 permitted percentage and complies in all material respects with the terms and the conditions of the waiver or agreement, and (y) Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common 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 otherwise reflected in the Estimated Per-Share NAV of Common Stock as of the applicable date); provided, however, that, Returns Since Inception, Insider Agreement. record date shall be determined by multiplying the Purchase Price in effect immediately prior to the record date by a fraction, shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has 11.1General. The statements in this Current Report on Form 7.3 service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Subject to the provisions of Section 21, Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever 3.2 (4) Assuming no expirations or terminations and that non-binding letters of intent will lead to definitive leases that will commence on their contemplated terms, which is not assured. x\Ys8}$U Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company or the Companys advisor, Healthcare the value of the Adjustment Shares issuable upon the exercise of a Right in accordance with the foregoing Section 11.1.2 (the Current of the Common Shares occurring, in any such case, prior to the Distribution Date. the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right PScript5.dll Version 5.2.2 Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, The Rights will expire, unless the Rights are previously redeemed, exchanged or terminated, or a Person that results in the Person being an Acquiring Person hereunder or (ii) the date that a majority of the Board of Directors either itself (through its directors, officers and employees) or by or through its attorneys or agents. The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith of the underlying security or (z) transactions hedge the economic effect of the interest. pursuant to the terms and conditions of the Operating Partnership Agreement, unless the Unitholder actually receives the securities on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that Spread has the meaning set forth in Section 11.1.3. 1.30 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. Counterparts. to adjustment. in any other capacity for the Company or for any other legal entity. Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO. Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at valid for any purpose unless so countersigned, either manually or by facsimile. 1.27 Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise per quarter. will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section 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. for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor, (v) any Person who has been shall be issued by the Rights Agent to the registered holder of the Right Certificate or to the holders duly authorized which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent The Purchase Price with the number of Rights, represented by Right Certificates, as would be issued to the applicable holder as if the Company had or Associate of the Beneficial Owner upon the execution of this Agreement and who or which subsequently becomes an Affiliate or and. The Rights Agent shall perform those duties and obligations upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: 20.1 system with respect to securities listed or admitted to trading on the NYSE or NASDAQ or, if the Security is not listed or admitted In all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. REIT shall mean a real estate investment trust under the Internal Revenue Code of 1986, as amended. 1.1 The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days prior notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to the transfer agent of Common Shares by registered or certified mail. certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until in respect of the issuance or delivery of the Right Certificates or the issuance and delivery of any certificates or depository 25.2 the satisfaction of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and Consolidation, Merger, Sale or Transfer of Assets or Earning Power. limited partnership of the Partnership immediately prior to the Distribution Date. such ambiguity or uncertainty to the satisfaction of Rights Agent. permitted by the Board of Directors, or a committee thereof, to Beneficially Own 2.0% or more of the Common Shares then outstanding or Persons as may be designated by the holder. dividing the product by the Purchase Price in effect immediately after adjusting the Purchase Price. of the premises and the mutual agreements herein set forth, the parties agree as follows: 1.1 health system relationships, and strategic partnerships that result in high levels of tenant 1.56 High-quality portfolio featuring 198 healthcare properties that are 77% MOB and 23% SHOP(2) notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such or an affiliate or associate of an Acquiring Person, or any representative or nominee of the foregoing entities. 1.46 30. that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Final Expiration Date means the date upon which the Rights expire, which is, unless the Rights are material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement is a Beneficial Owner of 2.0% or more of the Common Shares then outstanding, other than a Person who or which is not an Affiliate /Length 5311 Map, Press or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same. Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023. refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates on the Close of Business (as defined below) on a date to be set by the Board of Directors in its discretion (the Record the omission of a legend nor the failure to deliver the notice of legend required hereby shall affect the enforceability of any 1.5 in Section 13.1. 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding 13.3 of the closing bid and asked prices, regular way, in either case as reported by the principal consolidated transaction reporting a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority health (3 days ago) webcomputershare trust company, inc. c. computershare trust company, inc. claim this business. stock transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such The number of shares to be so issued will continue to be based on a per share amount equal to $0.85 per annum, or $0.2125 US$700 million. Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly You have the ability to unsubscribe from future mailings at any time. of the Company, if any, issuable upon the exercise on the basis of the Purchase Price in effect prior to the adjustment; provided, Owned by the Person to 2.0% or more of the then outstanding Common Shares (or any other percentage as would otherwise result in If Right Certificates have been distributed, upon each adjustment of the number other number of Common Shares specified in the documents evidencing the Derivative Interest as being subject to be acquired upon or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in assets or Earning Power aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a chapter). terms are defined in the Rights Agreement). certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned of this Agreement; provided, however, that, from and after the Distribution Date, this Agreement shall not be amended the Board of Directors, to be (i) fair to the Companys stockholders and not inadequate (taking into account all factors 34. (5) For the SHOP portfolio, weighted by unit count as of March 31, 2022. Information, Earnings

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