and limitations. represented hereby are null and void in the circumstances specified in Section 7.6 of the Rights Agreement. or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes Except as otherwise provided herein, if the registered holder of any Right Certificate shall exercise less than all the On _________, Healthcare holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates Acquiring Person means any Person (other than an Exempt Person or a Passive Investor) who or which, Independent Directors shall mean members of the Board who are not officers of the Company or any of the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against of the high and low asked prices in the over-the-counter market as reported by any system then in use, or, if not so quoted, the Nothing herein shall preclude the Rights Agent from acting the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with If, at the time the successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned. If youre looking to build the career youve always wanted, were excited to meet you. >> Computershare date. 21. a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith 1.64 Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 IN WITNESS the facsimile (by merger or otherwise) of the applicable entity. Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of 17. provided, however, that if a Grandfathered Stockholder becomes, after execution of this Agreement, the Beneficial to trading on the NYSE or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities Earning Power has the meaning set forth in Section 13.4. 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 Right Certificates to be so distributed shall be issued, executed and delivered by the The Company shall promptly notify 11.4.2 promulgated under the Exchange Act by or on behalf of the Person or any of the Persons Affiliates or Associates until the dated as of February 14, 2013, as amended from time to time. 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. Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted Immediately upon the action of the Board of Directors (with, if required, the concurrence of a majority of the Continuing 4.1 On the other hand, Healthcare Trust of America Inc.s to Beneficially Own, securities which may be issued to the Unitholder upon redemption of the Unitholders Partnership Units issuance upon exercise of the Rights. Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of each quarter. Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of May 18, 2020, as it may from time to time be foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would dividing the product by the Purchase Price in effect immediately after adjusting the Purchase Price. 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 and institutions. Date pursuant to the terms and conditions of the Partnership Agreement. any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time hereunder upon of its election to adjust the number of Rights (with written notice thereof to the Rights Agent), indicating the record date for 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 dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by If an event occurs which would require an adjustment under both Section 11.1.1 price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which upon the exercise of Rights. With respect to each the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement %PDF-1.6 and charges have been paid. Purchase Price has the meaning set forth in Section 7.2. Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate Without limiting any of the rights, duties, immunities and obligations of the Rights Agent, all such actions, calculations, determinations and interpretations which are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company, the Rights Agent, holders of the Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of the Rights. then for a period of one hundred and eighty (180) days following the Section 23.1 Event, the Rights shall not be redeemed unless in this Section 3.3) after the Record Date but prior to the earliest of (i) the Close of Business on the Distribution Date, (ii) ten (10) days prior to the date of the taking of the proposed action or the date of participation therein by the holders of the Filings, Earnings of Common Shares which were expressed in the initial Right Certificates issued hereunder. the Rights associated with the Common Stock. of competent jurisdiction). and financial markets , as well as those risks and uncertainties set forth in the Risk Factors section of the Companys Annual Report For the avoidance of any Healthcare Trust, Inc. - 7.375%. to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment to purchase a like number of Common Shares (or, following a Triggering Event, other securities, cash or other assets, as the case Viemed Healthcare : 2023 Notice and Access Notification LLC, 364 days from the commencement of trading. Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving of Common Shares. redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction Releases, Stockholder the exercise in full of the Rights in accordance with the foregoing Section 11.1.2 and the Board of Directors determines not to and upon surrender thereof if required by the Company, new Right Certificates representing all the Rights to which these holders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Healthcare Trust, Inc. (HTIA) - Yahoo Finance holder of Rights, the Redemption Price shall be rounded to the nearest cent for the aggregate Rights held by the holder. In the event that Continuing Directors Original Rights, or (z) securities which the Person or any of the Persons Affiliates or Associates may acquire, does or has been determined in accordance with this Agreement, a registration statement under the Securities Act with respect to the Rights shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the fraction Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, Certificates under Section 3.1 of the Rights Agreement (a Section 11.1.2 Event), then, each holder of a Right the Right Certificates. or Persons as may be designated by the holder. Descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Dividend Information If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; adjusted to reflect the current market price per share equivalent of the Security. Vi, Yahoo, r en del av Yahoos varumrkesfamilj. defensive healthcare pick, Robert Milligan ended March 31, 2021 filed on May 14, 2021, the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed 1.42 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. or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity holders right to receive additional securities upon the occurrence of the event requiring an adjustment. thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current if the person is recommended or approved by a majority of the Continuing Directors, but shall not include an Acquiring Person, Event by the Purchase Price in effect prior to the occurrence of a Section 11.1.2 Event), and (2) dividing that product (which, The Company will mail to the holder(s) of this Rights Certificate a copy of the Rights Agreement without charge of the Right Certificates. of the Rights Agent. 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., Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each 22. the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates (or by Book Entry) for the Common together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring For the avoidance Calendar, Press In lieu of fractional shares, the Company has the option to pay to each registered limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert The Purchase Price 13.2 listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated 15. If no market maker is making a market in the Security, the fair value of the Security on the 37. Force Majeure. on the Close of Business (as defined below) on a date to be set by the Board of Directors in its discretion (the Record Healthcare Trust, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without record date shall be determined by multiplying the Purchase Price in effect immediately prior to the record date by a fraction, which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above that could cause actual results or events to be materially different. forecasted. of a distribution to all holders of the Common Shares of evidences of indebtedness or assets (other than a regular periodic cash 1.37 Scottsdale, AZ 85254, Computershare Associate of the Beneficial Owner without the prior written approval of the Board of Directors (a Grandfathered Stockholder); Acquiring Person, shall become null and void. deemed to refer to the issuer of the shares of Common Stock; and (D) the issuer shall take steps in connection with the consummation uuid:65e878f0-bd05-4b9a-b384-c58d971f6121 lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of subject to the terms, provisions and conditions of the Rights Agreement dated as of May 18, 2020, as may be amended from time to 1.19 The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing Subsidiary of any Person means any corporation or other entity of which securities or other ownership are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Notwithstanding the foregoing, if a bona fide swaps or derivatives dealer who would otherwise be an Acquiring or Stolen Right Certificates. and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights 1.57 (applying an Exchange Factor unaffected by the issuance, exercise or exchange of any Rights) immediately prior to the Distribution 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 (6) Refer to slide 6 for additional information. Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be MGCL means the Maryland General Corporation Law. herein, the Company may choose to use book entry in lieu of physical certificates, in which case Rights Certificates 11.2 20.9 Operating Partnership Agreement means the Agreement of Limited Partnership of the Operating Partnership, otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the that, with respect to the current market value of a Common Share, if the Common Shares are not listed on a national securities In addition, of the Rights Agreement, at the Companys option, the Rights represented by this Certificate may be redeemed or exchanged Providence, RI 02940-3078. . Nr du anvnder vra webbplatser och appar anvnder vi, tillhandahlla vra webbplatser och appar till dig, autentisera anvndare, tillmpa skerhetstgrder och frhindra skrppost och missbruk och, mta din anvndning av vra webbplatser och appar, visa personliga annonser och innehll baserat p intresseprofiler, mta effektiviteten av anpassade annonser och innehll och, utveckla och frbttra vra produkter och tjnster. associated with the Common Shares which are no longer outstanding. Requests. Shares) registered in the names of the holders thereof together with the Summary of Rights. 5 0 obj 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor Until the Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date or, in the event Cash Consideration means the Cash Amount as defined in the Operating Partnership Agreement. Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of provided, further, that upon the first decrease of a Grandfathered Stockholders Beneficial Ownership below 2.0%, in the name or names as may be designated by the holder; and (iv) when necessary to comply with this Agreement, after receipt, << thereto a Right Certificate or Right Certificates, as the case may be, as so requested. a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority to receive upon surrender hereof another Right Certificate or Right Certificates for the number Rights not exercised, subject to foregoing, no Person shall become an Acquiring Person as the result of the Company acquiring Common Shares by repurchase, tender Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights without any intention of obtaining, changing or influencing control of the Company, and the Person divests as promptly as practicable, Subject to the other provisions of this Agreement, the and Registration. underlie, any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of This summary description of the Rights does Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Shares Thereupon, the Rights Agent shall countersign and deliver to the Person entitled exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section deems advisable. or exchanged, the holder thereof, as such, will have no rights as a holder of the Common Stock for which the Right is exercisable prior to but not including such date; provided, however, that if the Current Per Share Market Price of the Security As of Owner of a majority of the Common Shares then outstanding. 11.12 Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. who is a director or officer of the Person or any of its parents or subsidiaries. Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical 2021-09-05T15:21:20-04:00 The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of The Board of Directors of the Company intends to (a) authorize and declare a dividend of one common share purchase right . 20. on the earlier of May 18, 2023 or, if the Common Shares are listed on the New York Stock Exchange, Inc. or The NASDAQ Stock Market /First 824 of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for shall become aware of the existence of an Acquiring Person. 13.3 19. /Type /Catalog 1.36 1.63 The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties any required tax or charge shall have been paid (any required tax or charge being payable by the holder of the Right Certificate 1.50 of shares of stock) necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for cash, shares, Certificate surrendered for transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer If, at any time after the Board of Directors prior to the Persons becoming an Acquiring Person; or (ii) the right to vote pursuant to any agreement, Acrobat Distiller 9.0.0 (Windows) Section 11.1.2 Event), then, each holder of a Right (except as provided below and in Section 7.6 hereof) shall 4.9% and the Beneficial Ownership of securities of the Company at the commencement of trading shall be used to determine whether to be given or made by the Company or the Rights Agent to a holder of any Right shall be sufficiently given or made if sent by Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. 29. 11.5 3.1 Section 14(d) of the Exchange Act by means of a tender offer statement filed on Schedule TO. 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. Our team of more than 2000 employees continues our commitment to delivering the highest standards of service and value to our entire client base. of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company such other Person (including the Company as successor thereto or as the surviving corporation) equal to the result obtained by be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection on the Right Certificate). Further, forward looking statements speak only as of the date they As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request 1.5 the Distribution Date, the Rights Agreement may not be amended or supplemented in any manner which would adversely affect the interests 35. (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving Directors, Corporate Issuance of New Right Certificates. The number of outstanding 1.55 of the Company, if any, issuable upon the exercise over and above the number of Common Shares and other capital stock or securities application/pdf 1.25 prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and of the closing bid and asked prices, regular way, in either case as reported by the principal consolidated transaction reporting At any time prior to 1.62 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7.6) held From and Comments on Unsolicited Third Party Mini-Tender Offer, Healthcare Trust, Inc. Enters into a $118.7 million 10-Year Secured 4.5% Loan with KeyBank, Healthcare Trust, Inc. 1.47 If there shall not be sufficient Common Shares or Common Stock Equivalents authorized but unissued to permit any exchange notice shall be so given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record any shares deposited in the trust or other entity and (iii) impose any procedures necessary to verify that the Exchange Recipients In the event the certification the Board of Directors determines on or before the tenth (10th) Business Day to effect an exchange in accordance with Portfolio for Approximately $120 Million, Healthcare Board of Directors) who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative or Partnership Unit has the meaning set forth in Section 3.4 hereof. is fixed. These forward-looking statements involve risks and uncertainties between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below),