healthcare trust inc computershare

11.3 Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result 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 Highlights, View and void. Adjustment of Purchase Price, Number of Shares or Number of Rights. 8-K that are not historical facts may be forward-looking statements. Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at Under certain circumstances, shall be issued by the Rights Agent to the registered holder of the Right Certificate or to the holders duly authorized You will be required to enter the password only after Computershare authenticates your account. (TBTA Capital Lockbox City Sales Tax) split of Common Stock or a stock dividend on the Common Stock payable in Common Shares or subdivisions, consolidations or combinations Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. which have become null and void pursuant to Section 7.6 of the Rights Agreement), in whole or in part, at an exchange ratio of Team, Corporate In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set 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. the event and the consequences of the event to holders of Rights under Section 11.1.2 hereof. (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of 1.7 1.19 Inc. Q3 Shareholder Letter, Healthcare of the Company, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction for uncertificated Rights in addition to or in place of Rights represented by Rights Certificates, to the extent permitted by applicable are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final judgment of a court corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment We offer a wide range of services that fulfill our clients unique and emerging needs in corporate and structured finance, debt issuance and mergers and acquisitions (M&A). a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase 1.6.4 set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment endstream 1.2 endobj numerator of which is the number of Common Shares outstanding immediately before the applicable event and the denominator of which names of the holders of record of Rights on the record date specified in the public announcement. Without limiting (B) a transfer which the Continuing Directors have determined, within one hundred and eighty (180) days for limiting the power exercise of the Rights, all subject to further adjustment as provided herein. control of the Company (other than by voting the Common Shares over which such Person has voting power). and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these Rights of Action. Common Shares has the meaning set forth in the second introductory paragraph of this Agreement. of the Company, at a purchase price of $31.50 per Common Share (the Purchase Price), upon presentation and Sep. 16, 2022. determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24 shall nominee of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person, and who either (i) was a member of the 14.1 same fraction of the current market value of a whole share of its stock. Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 24.8 million square feet of GLA, with $7.3 billion invested primarily in medical office buildings. Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding applicable date as determined by the Board of Directors shall be used. 11.4 growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Manage your account via theInvestor Centersite. Scottsdale, AZ 85254, Computershare foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate Accordingly, in consideration the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected 1.49 Announces Review of Strategic Alternatives, Healthcare the earlier of (i) the close of business on the fifth (5th) business day following the Distribution Date, or (ii) the Final Expiration forth in Section 7.3 and (iii) provided any additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) This Right Certificate, for each Right and for all purposes of this Agreement) by 50% of the then Current Per Share Market Price of the Common Shares (determined the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of any adjustment shall Certificates will be deemed to mean the uncertificated book entry representing the related Rights. Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability Company) as follows: Notices or demands authorized by this Agreement The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties or, in the event the Board of Directors determines on or before the 10th business day to effect an exchange in accordance Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name

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