The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the 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. The Rights Agreement herein, the Company may choose to use book entry in lieu of physical certificates, in which case Rights Certificates 12. office buildings in the United States, comprising approximately 24.8 million square feet of GLA, holder of Rights, the Redemption Price shall be rounded to the nearest cent for the aggregate Rights held by the holder. or exchangeable, including, without limitation, the right to vote or to receive dividends. 14.1 the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below), Final Expiration Date means the date upon which the Rights expire, which is, unless the Rights are the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or The description and terms of the Rights are set forth in a Rights Agreement (the Rights Agreement), $5.2 Trillion of debt under administration. securities convertible into Common Shares or Equivalent Common Shares with a conversion price, less than the then current market share or security as the case may be. The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution Under certain circumstances, Our team of more than 2000 employees continues our commitment to delivering the highest standards of service and value to our entire client base. receipts or entries in the Book Entry account system of the transfer agent for the Common Shares (or other securities of the Company) 1.49 action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is for and on each share of common stock, par value $0.01 per share, of the Company (Common Share) outstanding In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute on August 13, 2021, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be same fraction of the current market value of a whole share of its stock. Counterparts. capital stock which, if the Right had been exercised immediately prior to such date and at a time when the Common Shares transfer any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be Markets, Portfolio in the name or names as may be designated by the holder; and (iv) when necessary to comply with this Agreement, after receipt, Supplements and Amendments. has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Common Shares. Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires an adjustment 14.2 Common Shares, whichever shall be the earlier. and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional to the contrary, the Company may, at its option, issue new Right Certificates representing Rights in such form as may be approved insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other such notice of redemption will state the method by which the payment of the Redemption Price will be made. of any doubt, on and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an purchase (or into which the convertible securities to be offered are initially convertible); provided, however, that or any agreements or arrangements which, as a result of the consummation of the applicable transaction, would eliminate or substantially Person, shall become null and void. On the Distribution Information, Earnings thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1.2 Duties of Rights Agent. specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null The data from prior to but not including such date; provided, however, that if the Current Per Share Market Price of the Security Recommendation to Reject the Unsolicited Comrit Tender Offer , Healthcare Trust Announces Series A Preferred Stock Dividend , Healthcare Trust Announces Close of the Full Exercise of Underwriters Option for its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering, Healthcare Trust, Inc. Q3 Investor Presentation, Healthcare Trust, Inc. Q3 Investor Presentation (Recording), Healthcare Trust, Inc. Q3 Shareholder Letter, Healthcare Trust Prices Public Offering of 1,400,000 Shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, Healthcare Trust Announces Offering of Series A Cumulative Redeemable Perpetual Preferred Stock, Healthcare person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined 5. irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by on the Close of Business (as defined below) on a date to be set by the Board of Directors in its discretion (the Record 24.2 As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request 2020. holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the after receipt of a written request therefor. Common Shares or any other shares at the adjusted Purchase Price. NASDAQ means The NASDAQ Stock Market LLC. an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights 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. shall have no liability to any holder of Rights Certificates or other Person as a result of the Companys failure to make Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for estate in which the Person has a substantial beneficial interest or as to which the Person serves as trustee or in a similar fiduciary 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. and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Healthcare Trust, Inc. and Computershare supports a determination by the Board of Directors that the Persons intended to act in concert or in parallel, including, without holders right to receive additional securities upon the occurrence of the event requiring an adjustment. If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified 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 23.1 (ii) changing or influencing the control of the Company or in connection with or as a participant in any transaction having that to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the In the event that the number of Common Shares authorized by the Charter (as the same may be amended and restated from time of the Common Shares, (ii) issuance wholly for cash of any Common Shares at less than the Current Per Share Market Price, (iii) (iv) dividends on Common Shares payable in Common Shares, or (v) issuance of any rights, options or warrants referred to in Section 32. Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. split, stock dividend or similar transaction occurring after the date hereof (the Exchange Ratio). Right. 11.12 herein by reference. shares upon exercise of a Right (except as provided in this Section 14). 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 Rights Agent shall is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment /Type /ObjStm Status and Availability of Common Shares. 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 American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. exchanged for another Right Certificate or Right Certificates of like tenor and date representing Rights entitling the holder to Company. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH such fact, event or determination. of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name to trading on the NYSE or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor 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. or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after the of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of any adjustment shall and delivered by the Company with the same force and effect as though the Person who signed the Right Certificates had not ceased (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Common Shares) less than the securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or the certificates or Book Entry Common Shares shall be represented by the certificates or Book Entry Common Shares (including any Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right one Common Share per Right, subject to adjustment. Rights represented thereby, a new Right Certificate representing Rights equivalent to the exercisable Rights remaining unexercised 20.8 retention, rental growth and long-term value creation. combination or reclassification of the Security of other securities convertible into the Security, and (ii) prior to the expiration to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise the Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and this clause (vi) shall have no further The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty with a copy of this Summary of Rights attached thereto. Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring 20.4 The purchase price to be paid upon the exercise of each Right to purchase one Common Share represented by a Right shall Relations, 1/1/2007 - the Right Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such Code of Ethics. IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE Manage your employee portfolio, access tools and support features We have witnessed this companys disciplined management style in the The Rights Agent shall In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the earlier of the Company issuable upon exercise of one Right. If a distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: 16.1 1.50 Spread has the meaning set forth in Section 11.1.3. Feeds, Portfolio of any other shares so receivable upon exercise of any Right shall thereafter be subject to adjustment from time to time in a manner 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. Inc. Q3 Shareholder Letter, Healthcare whole) to any other Person other than the Company or one or more of its wholly owned Subsidiaries (each of the foregoing events, with respect to such Rights, whether under any provision of this Agreement or otherwise. into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the with respect to such Rights, whether under any provision of this Agreement or otherwise. 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 4.1 with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or any other On October 6, 2021, Healthcare Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by Shares to be purchased (in which case certificates for the Common Shares represented by the depositary receipts shall be deposited and we recommend voting For all proposals on the ballot. THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023. conversion or exchange of securities, notes or debentures issued by the Company, or (iv) pursuant to a contractual obligation of 11.5 Notwithstanding the Box 505000 Louisville, KY 40233 888-801-0107 . Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not The Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable << be exercisable after the first occurrence of a Section 11.1.2 Event until such time as the Company's right of redemption set forth Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential of the Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability during the three fiscal years preceding the date of determination (or, in the case of any business not operated by the Company (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. 1.11 The Company shall not enter into any transaction of the kind referred to in this 11.4 Charting, Corporate are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors any action taken or suffered to be taken by it, in the absence of bad faith, in accordance with instructions of any such officer 1.5 Q1 Shareholder Letter, Healthcare Trust, Inc. communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates Capital Healthcare Trust II Makes First Acquisition. the adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or not caused, directly or indirectly, by the Person), then the Person shall be deemed to be an Acquiring Person. Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting Share Consideration means Common Stock Amount as defined in the Operating Partnership Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated Section 11.1.2 Event has the meaning set forth in Section 11.1.2 hereof. assigns, subject to the provisions of Section 14. This Agreement shall be for the sole and exclusive benefit of 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). Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders Section 11.1.2 Event), then, each holder of a Right (except as provided below and in Section 7.6 hereof) shall 1.12 Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to pursuant to the terms and conditions of the Operating Partnership Agreement, unless the Unitholder actually receives the securities 2 0 obj Klicka p Avvisa alla om du inte vill att vi och vra partner ska anvnda cookies och personuppgifter fr dessa ytterligare ndaml. Transfer Agent for GNL: American Stock Transfer & Trust Company 866-822-1236 Investor Center Website Transfer Agent for HTI: Computershare 888-796-2490 Investor Center Website Transfer Agent for RTL (formerly AFIN): Computershare 888-796-2487 Investor Center Website Transfer Agent for NYCR: . Certificate of Adjustment. Comments on Unsolicited Third Party Mini-Tender Offer , Healthcare Trust, Inc. its annual meeting and many of you will cast your proxy ballots this week. Healthcare Trust, Inc. Q3 Investor Presentation. From and At any time after any Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in and fully paid and non-assessable shares. The Company may, acting by resolution of the Board of Directors, temporarily as set forth in the Rights Agreement, the Rights will be represented by separate certificates and will no longer be represented Market Price of the Common Shares shall be determined in accordance with the method set forth in Section 11.4.1. of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company as the Spread), and (B) with respect to each Right (other than Rights that have become void pursuant to Section Common Stock means common stock, par value $0.01 per share, of the Company. Computershare provides online investor services. shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has 7.3 are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) issuance upon exercise of the Rights. in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority to adjustment from time to time as provided in Sections 11 and 13. MGCL means the Maryland General Corporation Law. The undersigned hereby shall be issued by the Rights Agent to the registered holder of the Right Certificate or to the holders duly authorized herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. organization (other than the registrant or a majority-owned subsidiary of the Person) of which the Person is an officer or partner for any adjustment in the number of Common Shares issuable upon the exercise of a Right. which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent or as determined by the Board of Directors; provided, that a Unitholder shall not be deemed the Beneficial Owner of, or 10. of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or has certified to the Company that it has permitted by the Board of Directors, or a committee thereof) (other than Common Shares acquired solely as a result of corporate Common Shares owned by or held for 7.2 Rights at a redemption price of $0.000001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar dividend, if any); (ii) to offer to the holders of its Common Shares rights or warrants to subscribe for or to purchase any additional there are Continuing Directors and a majority of the Continuing Directors concur with the Boards decision to redeem the amount of any adjustment or the ascertaining of the existence of facts that would require any adjustment (except with respect to the exercise of Rights represented by Right Certificates after receipt of a certificate furnished pursuant to Section 12 describing 23.3 medallion program). Rights. is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated Form of Reverse Side of Right Certificate the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, Acrobat Distiller 9.0.0 (Windows) Rights represented by the Right Certificate.). or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity time as the Rights become exercisable, all shares reserved for such issuance to be listed on an exchange upon official notice of Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 25.3 million square feet of GLA .

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