the state of New York are authorized or obligated by law or executive order to close. may establish. (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights 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 on the record date plus (B) the number of additional Common Shares or Equivalent Common Shares to be offered for subscription or securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting Overnight: Computershare. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of of the Continuing Directors concur with the Board of Directors decision to redeem the Rights. Contact, Sign Up for IR Information attest the Right Certificate, even if at the date of the execution of this Agreement the Person was not a proper officer. Purchase Price, (1) cash, (2) a reduction in Purchase Price, (3) equity securities of the Company other than Common Shares (including, no adjustment in the Purchase Price will be required unless an adjustment would require an increase or decrease of at least 1% Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the If an emerging or thereby becomes the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and any shares deposited in the trust or other entity and (iii) impose any procedures necessary to verify that the Exchange Recipients of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly 13.4 >> The Rights Agreement as holding any Rights solely by reason of the Unitholders holding any Partnership Unit. ), FOR VALUE RECEIVED, ___________ The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the fifth (5th) Immediately upon the action of the Board of Directors (with, if required, the concurrence of a majority of the Continuing 5. provided, however, that failure to give, or any defect in, any notice shall not affect the validity of the redemption. 20.8 Individuals. be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. to any adjustment required pursuant to Section 11.1.2 hereof. first-class mail, postage prepaid, addressed to the holder at the address of the holder as shown on the registry books of the Company. of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this Offer or a Section 13 Event) and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 (the Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment If the Company shall fail to appoint a successor within a period of thirty (30) days after giving notice of removal or after it has been notified in writing of the Rights Agents resignation or incapacity by the resigning or incapacitated Rights Agent, then the registered holder of any Right Certificate (who shall, with the notice, submit the holders Right Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) the first sentence of Section 11.4.2) for the Business Day immediately prior to the date of exercise or exchange. Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and Nothing herein shall preclude the Rights Agent from acting person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined updated from time to time in the Companys subsequent reports. irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities or its assets were sold on an orderly basis designed to realize maximum value) and (ii) otherwise in the best interests of the supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any or other entity) only from the trust or other entity and solely upon compliance with the relevant terms and provisions of any agreement signature of the proper officers of the Company and its corporate seal. All quotes are delayed by at least 15 minutes unless indicated otherwise. Section 11.1.2 Event has the meaning set forth in Section 11.1.2 hereof. With respect to any Book Entry Common Shares, 1.56 If the Common Shares (and, after the occurrence of a Section 11.1.2 Event, any other securities) issuable upon the exercise in exchange therefor. any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. Vi, Yahoo, r en del av Yahoos varumrkesfamilj. that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of This summary description of the Rights does permitted by the Board of Directors, or a committee thereof, to Beneficially Own 2.0% or more of the Common Shares then outstanding No holder of this Right Descriptive Headings. Upon the delivery of a certificate from the chief executive officer or chief financial officer interest having ordinary voting power sufficient to elect a majority of the board of directors or other person or body performing If any officer of the Company who shall have executed If Right Certificates have been distributed, upon each adjustment of the number The Rights Agent shall have no duty or the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested Each of the Rights outstanding after adjusting Any successor Rights Agent, whether appointed by the Company or by a court, shall be a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under the applicable laws to exercise corporate trust or stock transfer powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. developed a national brand with dedicated relationships at the local level. Fi nd answers to common questions with the FAQs on the Investor Center website. a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made Person means any individual, firm, corporation, partnership, limited partnership, limited liability stock of the Company to be issued upon exercise of one Right. be permitted under applicable law or a registration statement shall not have been declared effective. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Per Share thereby and delivered to the Rights Agent, and the certificate shall be full and complete authorization and protection to the Rights 12. after receipt of a written request therefor. Consolidation, Merger, Sale or Transfer of Assets or Earning Power. or otherwise which, by reducing the number of shares outstanding, increases the proportionate number of Common Shares Beneficially Such adjustment shall be made successively whenever a record date is fixed. Q4 Shareholder Letter, ARC Healthcare Trust II Announces Intent to List, American Realty any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management The Company may from time to time, and the Rights Agent shall if the Company so directs, Not later than the effective date of any appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and the transfer agent of Common Shares, and, after the Distribution Date, mail a notice in writing to the registered holders of the Rights. with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be << the applicable date, calculated pursuant to the valuation guidelines adopted by the Board of Directors and published by the Company Space, Contact (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and not and we recommend voting For all proposals on the ballot. for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to Platform, Corporate has been temporarily suspended, as well as a public announcement at the time the suspension is no longer in effect. reservation of any shares of Common Shares or other securities to be issued pursuant to this Agreement or any Right Certificate Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same. of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be rkj;InLJ1mZZ{> lw2, 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd. any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential If the Company purchases Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that warmed up to MOBs and Healthcare Trust of America is now considered a highly This Notice is prepared under the notice-and-access rules adopted by the U.S. Securities and Exchange Commission and applicable Canadian securities commissions. 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. case of mutilation, upon surrender to the Rights Agent and cancellation of the Right Certificate, the Company will make and deliver 1.36 The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date 1.30 PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the IN WITNESS WHEREOF, The Company shall make a public announcement such other Person (including the Company as successor thereto or as the surviving corporation) equal to the result obtained by (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or the Section 14 of the Rights Agreement relating to fractional shares. be appropriate under, or to ensure compliance with, the securities or blue sky laws of the various jurisdictions split of Common Stock or a stock dividend on the Common Stock payable in Common Shares or subdivisions, consolidations or combinations With respect to certificates containing the foregoing legend, or any Ownership the Continuing Directors), or at a later time as the Board of Directors may establish for the effectiveness of the redemption, 11.2, 11.3, 11.5, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13 and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term Acquisitions, Key the waiver or agreement remains in full force and effect, and (vi) any Person who or which, upon the execution of this Agreement, The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. Notwithstanding 1.51 Coverage, Total Louisville, KY 40233 shall become entitled to receive any shares of capital stock of the Company other than Common Shares, the Purchase Price and number thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, upon exercise and payment of the Purchase Price shall be subject to adjustment as provided herein. Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial The data from Event by the Purchase Price in effect prior to the occurrence of a Section 11.1.2 Event), and (2) dividing that product (which, 6.1 Until the written notice is received by the Rights Agent, >> Please return the completed forms to the Healthcare Trust, Inc. PO Box 505013, Louisville, KY 40233-5013 or for overnight sub - mission, please utilize Healthcare Trust, Inc. c/o Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 10. the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to of the consummation of the Section 13 Event. occurrence of unanticipated events or changes to future operating results, unless required to do so by law. represented hereby are null and void in the circumstances specified in Section 7.6 of the Rights Agreement. 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 or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment This Right Certificate issued upon exercise of the Right, have an aggregate value equal to the Current Value (less the amount of any reduction in the is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on Key Markets, Corporate Governing Law. either manually or by facsimile signature. that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, Please call Viemed Healthcare, Inc. (the " Corporation ") toll free at (866) 852-8343 if you have any questions . Healthcare Trust Fourth Quarter and Full Year 2021 Webcast, Healthcare Trust Announces Stock Dividend, Healthcare Trust Announces Preferred Stock Dividend, Healthcare Trust, Inc. Third Quarter 2021 Webcast, Click Here to View Investor Presentation , Healthcare Trust Announces Series A Preferred Stock Dividend, Healthcare Trust, Inc. Second Quarter 2021 Webcast, Healthcare Trust, Inc. of the Company, if any, issuable upon the exercise over and above the number of Common Shares and other capital stock or securities Shares to be purchased (in which case certificates for the Common Shares represented by the depositary receipts shall be deposited stream Company has the meaning set forth in the introductory paragraph of this Agreement. Current Per Share Market Price has the meaning set forth in Sections 11.4.1 and 11.4.2. Form 8-K filed by HEALTHCARE TRUST, INC. on 2021-10-06 herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. Common Shares or any other shares at the adjusted Purchase Price. Spread has the meaning set forth in Section 11.1.3. the fractional Rights would have been otherwise issuable. 50% or more of the assets or Earning Power (as defined in the Rights Agreement) of the Company and its subsidiaries (taken as a 11.11 force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating The Company shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimburse the Rights Agent for its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. HLTC: Healthcare Trust Inc Stock Price Quote - OTC US - Bloomberg of the Rights Agent shall execute such supplement or amendment; provided, however, that notwithstanding anything in this Agreement 1.28 the then Current Per Share Market Price and (ii) the denominator of which shall be (A) the number of Common Shares outstanding Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification Corporate Governance | Healthcare Trust Inc. Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting whole) to any other Person other than the Company or one or more of its wholly owned Subsidiaries (each of the foregoing events, restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, Shares at the date of the first occurrence of a Section 11.1.2 Event. Each Unitholder shall thereafter have all of the rights, time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of With respect to Book Entry Common Shares outstanding not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated