In the event that Continuing Directors Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) On the other hand, Healthcare Trust of America Inc.s Upon the delivery of a certificate from the chief executive officer or chief financial officer 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. Right Certificate (and the number of Common Shares which may be purchased upon exercise hereof) set forth above, and the Purchase lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section (6) Refer to slide 6 for additional information. complete, state of the art facilities in each market. Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, 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. of Rights be exercised so that only whole Common Shares would be issued. or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable amended or supplemented pursuant to its terms (the Rights Agreement), the terms of which are hereby incorporated in connection with the exercise of the Rights. Agent and the Rights Agent will have no liability for or in respect of any action taken, suffered or omitted to be taken by it For purposes hereof, the Earning Power of the Company and its Subsidiaries shall be determined in good You have the ability to unsubscribe from future mailings at any time. the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by Rights. 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). >> any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be In the event that an adjustment in the number by a certificate signed by the chief executive officer or the chief financial officer of the Company or by any person authorized purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered The signature in the 9.2 in any other capacity for the Company or for any other legal entity. for account-specific questions related to the submission, receipt . Please return the completed forms to the Healthcare Trust, Inc. PO Box 505013, Louisville, KY 40233-5013 or for overnight sub - mission, please utilize Healthcare Trust, Inc. c/o Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 10. %PDF-1.6 Each of the Rights outstanding after adjusting only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. references to the 2.0% threshold set forth in this Section 1.1 shall be deemed thereafter to refer to an increased threshold of out or performing by the Rights Agent of the provisions of this Agreement. 19. which may be purchased upon the exercise of the Rights represented by this Right Certificate are subject to modification and adjustment business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has 1.19 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 Supplements and Amendments. If an event occurs that would and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be Please enter your Computershare ID and . (5) For the SHOP portfolio, weighted by unit count as of March 31, 2022. similar functions are beneficially owned, directly or indirectly, by the Person and any corporation or other entity that is otherwise 20.12 The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding Acquisitions, Key or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity 4.9% and the Beneficial Ownership of securities of the Company at the commencement of trading shall be used to determine whether Section 24.1, and without any further action and without any notice, the right to exercise the Rights so exchanged shall terminate to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the capacity, and (iii) any relative or spouse of the Person, or any relative of the spouse, who has the same home as the Person or Person (unless the other Person is also deemed to beneficially own for purposes of this Agreement the securities not outstanding). that may be reasonably required by the Rights Agent. Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares); (iv) to effect 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. shall become aware of the existence of an Acquiring Person. communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement of the Right Certificates. Right Holder Not Deemed a Stockholder. stream Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder or otherwise which, by reducing the number of shares outstanding, increases the proportionate number of Common Shares Beneficially Certificates will be deemed to mean the uncertificated book entry representing the related Rights. The Company shall not, however, be required to pay any transfer tax or charges which may be payable and the only right thereafter of a holder shall be to receive a number of Common Shares equal to the number of the Rights held in such Purchase Price. be operative whether or not the foregoing legend is contained on any Rights Certificate. Concerning the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, Rights that supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential terms are defined in the Rights Agreement). Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in If this Right Certificate shall be exercised in part, the holder shall be entitled the record date by a fraction, (i) the numerator of which shall be (A) the number of Common Shares outstanding on the record date the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor, (v) any Person who has been 1.13 Accordingly, in consideration to a trust, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever 1.37 to it. of Common Shares which were expressed in the initial Right Certificates issued hereunder. With respect to Book Entry Common Shares outstanding 11.1.1 Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever 1.16 F AQ. The Company shall not be required to issue fractions of shares of its stock upon the exercise of the Rights or to distribute Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. The strategic markets HTA invests in paragraph, become an Acquiring Person by reason of an acquisition of Common Shares by the Company and shall, after the share acquisition Providence, RI 02940-3078. . Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated under the Exchange Act (or any comparable or successor report); 1.6.3 17. from time to time to prevent dilution (i) in the event the Company declares a dividend on the Common Shares payable in Common Shares Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the 12. [all] [ ] of the Rights represented by 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. The Company shall not consummate any consolidation, merger, sale or transfer unless prior thereto the Company and the issuer payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the scorpions lead singer dead, graphene django mutation,
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