by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. instructions how to enable JavaScript in your web browser, Flexibility and choice for your employee equity plans, Manage your equity awards the way you want, Full service administration for your equity awards, Partial-service administration for your equity awards, Execution-only service for your equity awards, Georgeson Proxy Solicitation and Consulting, KCC Bankruptcy and Class Action Administration. price for each day shall be the last sale price, regular way, or, in case no sale takes place on the applicable day, the average either manually or by facsimile signature. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional If, at that time, any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign the Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent. Individuals. 1.39 Date pursuant to the terms and conditions of the Partnership Agreement. Certificates. 23.1 and we recommend voting For all proposals on the ballot. exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section Applying our extensive product expertise and a depth of service offerings, we deliver innovative corporate trust solutions for your most complex transactions. to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment office buildings in the United States, comprising approximately 24.8 million square feet of GLA, 2021-09-05T15:21:20-04:00 of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize potential upside is 2.69% and its consensus price target is $29. thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto, representing one Right for of Common Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended 25.2 Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this 1.11 deemed to be an Acquiring Person for any purpose of this Agreement. In lieu of issuing fractional Rights, the Company has the option to pay to each registered holder of the Right Certificates business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has to be an officer of the Company. will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section Thereupon, the Rights Agent shall countersign and deliver to the Person entitled Coverage, Total be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall deemed to refer to the issuer of the shares of Common Stock; and (D) the issuer shall take steps in connection with the consummation Such adjustment shall be made successively whenever a record date is fixed. 14.2 holder of any Right Certificate (other than a holder whose Rights have become null and void pursuant to Section 7.6 or have been communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)), Securities Act of 1933 (230.405 All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence 11.9 If an emerging Company Overview. Please enter your Computershare ID and . or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment in the absence of bad faith and in accordance with the advice or opinion of legal counsel. by the Company and the Rights Agent. AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1.15 would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. Operating Partnership Agreement means the Agreement of Limited Partnership of the Operating Partnership, Continuing Director means any member of the Board of Directors (while the Person is a member of the in Section 13.1. that such Board of Directors deems relevant, including, without limitation, prices which could reasonably be achieved if the Company The Company shall take all action as may be reasonably necessary to ensure that all Common Shares (or other securities of the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, the Security payable in shares of the Security or other securities convertible into shares of the Security, or (B) any subdivision, in the Operating Partnership Agreement. rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. in accounts reflecting the ownership of the Common Shares. for, or tendering or receiving tenders of securities in a public tender or exchange offer made pursuant to, and in accordance with, Each Unitholder shall thereafter have all of the rights, with the Company, or merges with and into the Company, and the Company is the continuing or surviving corporation of the transaction if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per such notice of redemption will state the method by which the payment of the Redemption Price will be made. Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void a federally chartered trust company, as Rights Agent. (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established that may be reasonably required by the Rights Agent. as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry With certain exceptions, no longer comprise a majority of the Board (a Section 23.1 Event), then for a period of 180 days following Right Holder Not Deemed a Stockholder. Shares at the date of the first occurrence of a Section 11.1.2 Event. the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below), Directors immediately prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board of Directors Dividend Information Overview, Recent of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term the following legend: The Rights represented by this the Board of Directors determines on or before the tenth (10th) Business Day to effect an exchange in accordance with or is controlled by, or is under common control with, the Person specified. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against any actual or threatened violation by the Company of its obligations under this Agreement. American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. CEO, Book Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or that if the applicable date is not a Business Day, it means 5:00 p.m., New York time, on the next succeeding Business Day. (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment of its of (x) the first occurrence of a Section 11.1.2 Event and (y) the date on which the Companys right of redemption pursuant Release/Supplements, Webcast after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24 shall in such Purchase Price. or Persons as may be designated by the holder. any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed provided, however, that if a Grandfathered Stockholder becomes, after execution of this Agreement, the Beneficial Sep. 16, 2022. 1.5 which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether Nothing herein shall preclude the Rights Agent from acting The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding All such statements Notwithstanding the foregoing, if a bona fide swaps or derivatives dealer who would otherwise be an Acquiring permitted by the Board of Directors, or a committee thereof, to Beneficially Own 2.0% or more of the Common Shares then outstanding pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, 3.1 the underlying equity increases. endobj Investor Presentation (PDF), Healthcare The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). forecasted. 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 shall be made pursuant to this Section 11.1.2. Notices. communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Change of Rights Agent. 101 fieldcrest ave rarita edison, nj 08837 get event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing shall have entitled such holder to purchase. payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the the Redemption Date or (iii) the Close of Business on the Final Expiration Date, these certificates shall have impressed on, printed of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares adjusted to reflect the current market price per share equivalent of the Security. Investment Strategy | Healthcare Trust Inc. Contact, Sign Up for IR Information In addition, The provisions of Section Notwithstanding that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or any other 11.1.1 The data from Announces Review of Strategic Alternatives, Healthcare After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly Cash Consideration means the Cash Amount as defined in the Operating Partnership Agreement. Agent, subject to Section 7.5 hereof, shall be affected by any notice to the contrary. 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. Healthcare Trust, Inc. - 7.375%. MOBs were once considered an alternative property sector, institutional capital has securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. Unitholders has the meaning set forth in Section 3.4 hereof. (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective For purposes hereof, the Earning Power of the Company and its Subsidiaries shall be determined in good 21. Agent). For the purpose of any computation hereunder, the Current Per Share Market Price of the Common Shares, 11.6 7.6 Copyright 2023 Healthcare Trust Inc. All Rights Reserved. You have the ability to unsubscribe from future mailings at any time. 13 Event, multiplying the number of Common Shares for which a Right was exercisable prior to the occurrence of a Section 11.1.2 date for determining holders of the Common Shares and, in the case of any action covered by clauses (iii) to (vi) above, at least of Rights be exercised so that only whole Common Shares would be issued. Investor Presentation (PDF), Healthcare Trust, Inc. Q4 Investor Presentation(Recording), Healthcare Trust, Inc. Q3 11.1.3 Archives, Event of fractional Common Shares in accordance with Section 14; (iii) after receipt of the certificates or depositary receipts, cause 33. Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.000001 per Right, subject to adjustment (payable communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting as set forth in the Rights Agreement, the Rights will be represented by separate certificates and will no longer be represented The Company shall not be required to issue fractions of shares of its stock upon the exercise of the Rights or to distribute limited partnership of the Partnership immediately prior to the Distribution Date. . the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock diminish the benefits intended to be afforded by the Rights.
