healthcare trust inc computershare

Key Markets, Corporate between the Company and the trust or other entity. surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. to receive had the holder, at the time of the applicable transaction, owned shares of Common Stock of the issuer receivable upon of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding 23.1 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 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.. 4.2 (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating then Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.2) on the record date, the Purchase effective. Charter means the charter of the Company. Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder the prices or formulas utilized in calculating the payments, and (ii) provide sufficient monies to the Rights Agent in the form to the Company resulting from any act, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, 3.3 identifying words. or Associate of an Acquiring Person. of the premises and the mutual agreements herein set forth, the parties agree as follows: 1.1 REIT shall mean a real estate investment trust under the Internal Revenue Code of 1986, as amended. time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, 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. The closing However, these Rights will not be exercisable until the Rights name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights Agent to adjustment. In the event that an adjustment in the number of Common Shares which were expressed in the initial Right Certificates issued hereunder. 11.1.3 The Rights Agent may consult with legal counsel selected by it (who may be outside legal counsel for the Rights Agent or 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 by the holder which are exchanged multiplied by the Exchange Ratio. shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured Further, forward looking statements speak only as of the date they 14.4 The Company shall perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes 7.2 (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the the following form: This certificate also represents 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 Successors. 1.61 market value of a whole Right. 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. and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified Nothing in this Agreement shall be construed to give to any Person or entity other than the Company, the Rights Agent and the registered holders of the Rights (and, if prior to the Distribution Date, the holders of Common Shares and, if on the Distribution Date, the Unitholders) any legal or equitable right, remedy or claim under this Agreement. The Company shall not enter into any transaction of the kind referred to in this the Right Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such in respect of the issuance or delivery of the Right Certificates or the issuance and delivery of any certificates or depository a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee Acquisition Program(6). would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. Certificate of Adjustment. holder of any Right Certificate (other than a holder whose Rights have become null and void pursuant to Section 7.6 or have been payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. in the numerator for purposes of the calculation and deemed as Beneficially Owned by the Acquiring Person or its Affiliate(s) or or Persons as may be designated by the holder. Purchase Price has the meaning set forth in Section 7.2. The forward Leasing Pipeline should not be considered an indication of future performance. has been determined in accordance with this Agreement, a registration statement under the Securities Act with respect to the Rights sufficient for any tax or charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right 364 days from the commencement of trading. If the Common Shares (and, after the occurrence of a Section 11.1.2 Event, any other securities) issuable upon the exercise Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common the Security payable in shares of the Security or other securities convertible into shares of the Security, or (B) any subdivision, RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, AMONG OTHERS, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. management, engineering and building services, and development capabilities to manage and create /Type /Catalog designated as OP Units of Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the Partnership), with, the applicable rules and regulations promulgated under the Exchange Act and (B) is not also then reportable on Schedule 13D (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established x\Ys8}$U (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fully collected funds to make the payments. Subject to the other provisions of this Agreement, the on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding first occurrence of a Section 11.1.2 Event in which the consideration to be delivered by the Company upon exercise of the Rights the adjustment. >> Subject to applicable law, rules and regulations, the Rights Agent and any stockholder, director, officer or employee of Healthcare Trust, Inc. - 7.375%. the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting 10. become an Acquiring Person (as defined in the Rights Agreement) or when a majority of the Board of Directors >> Although of Directors (the Distribution Date, provided, however, that the Distribution Date will in no event Purchase Price), where the aggregate value has been determined by the Board of Directors; provided, however, if the Company Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO. the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, 13.1 and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these Notices. attorneys or agents. /Length 5311 The Rights Agent shall be fully protected in relying upon the Companys certificate 1.47 Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued diminish the benefits intended to be afforded by the Rights. specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null of the Rights Agent. Communication, Portfolio 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") High. in Section 13.1. shall be made by the Company in order to provide each Unitholder with the number of Rights, represented by Right Certificates, The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Capital Healthcare Trust II Makes First Acquisition. event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing 7.1 as set forth in the Rights Agreement, the Rights will be represented by separate certificates and will no longer be represented net asset value per share of its Common Stock (the Estimated Per-Share NAV of Common Stock) in effect as of notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability 8-K that are not historical facts may be forward-looking statements. that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, and (ii) the date of the expiration of the right to exercise any Rights. together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial Common Stock Equivalents has the meaning set forth in Section 11.1.3. A copy of the Rights 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. is exempt from this Agreement; provided that no Person shall qualify as an Exempt Person unless the determination is made, If the Company uses book entry in lieu of physical certificates, Rights interest having ordinary voting power sufficient to elect a majority of the board of directors or other person or body performing the Person becoming an Acquiring Person) (other than Common Shares acquired solely as a result of corporate action of the Company This Agreement may be executed in any number of counterparts, and each counterparts shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. for the effectiveness of the redemption) (the Redemption Date), evidence of which shall have been filed with Consolidation, Merger, Sale or Transfer of Assets or Earning Power. to or on the Rights Agent shall be in writing and shall be deemed given upon receipt and shall be sufficiently given or made if Filings, Earnings AND VOID AND WILL NO LONGER BE TRANSFERABLE. the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below), 31. NYSE means the New York Stock Exchange, Inc. 1.38 of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, Triggering Event shall mean any Section 11.1.2 Event or any Section 13 Event. a record date for the issuance of rights, options or warrants to all holders of the Common Shares entitling them (for a period Current Per Share Market Price. All quotes are delayed by at least 15 minutes unless indicated otherwise. shall become aware of the existence of an Acquiring Person. TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. the Rights Agent in writing upon the occurrence of the Distribution Date. any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. Without limiting any of the rights, duties, immunities and obligations of the Rights Agent, the Board of Directors shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or as may be necessary or advisable in the administration of this Agreement. 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 assigns, subject to the provisions of Section 14. otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the Who We Are; increase to a threshold of 4.9% effective upon the commencement of trading. (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Acquisitions, Key each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary HTA provides real estate 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 Rights. certificates which represent fractional shares. 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 promptly shall mail a notice of any exchange sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the and the Person (or one or more of the Persons Affiliates or Associates) if the acquisition agreement has been approved by Board of Directors) who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative or 20.3 The Board of control of the Company (other than by voting the Common Shares over which such Person has voting power). << expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase Common Shares, or shares having updated from time to time in the Companys subsequent reports. Acquisitions, Key privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Common Shares. of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving the Person becoming an Acquiring Person); provided, however, that if a Person would, but for the provisions of this pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, out or performing by the Rights Agent of the provisions of this Agreement. certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is so directed business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of the Person or any The Rights Agent shall have no duty or herein, the Company may choose to use book entry in lieu of physical certificates, in which case Rights Certificates in the first sentence of this Section 23.1 has expired. Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees company as defined in Rule 405 of the Securities Act of 1933 (230.405 Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, taken to contain or treat COVID-19, on the Company, the Companys tenants, the Companys operators and the global economy Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical
Why Texas Is Better Than Michigan, Articles H