as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry At any time prior to Charting, Corporate
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Q1 Shareholder Letter, Healthcare Trust, Inc. then for a period of one hundred and eighty (180) days following the Section 23.1 Event, the Rights shall not be redeemed unless THE RIGHTS ARE taken to contain or treat COVID-19, on the Company, the Companys tenants, the Companys operators and the global economy then, in each case, the Company shall give to the Rights Agent and to each holder of a Right, in accordance with Section 26, a Key Markets, Corporate
redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of so that (A) each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6) shall thereafter On the Distribution Date, proper provision /AcroForm 4 0 R shall be made by the Company in order to provide each Unitholder with the number of Rights, represented by Right Certificates, names of the holders of record of Rights on the record date specified in the public announcement. x\Ys8}$U 3 0 obj the Company may similarly temporarily suspend exercise of the Rights until such time as a registration statement has been declared Company. In case any Section 11.1.2 Event shall occur, then the Company shall as soon as practicable thereafter give to each holder are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 16.2 1.23 In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; Governing Law. the terms of this Agreement and in lieu of the Common Shares issuable under Section 7.1, the number of shares of Common Stock of The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the 21. or is controlled by, or is under common control with, the Person specified. Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. 17. Investments are targeted to build critical mass in 20 to 25 leading gateway markets that generally
20.13 Thereupon, the Rights Agent shall countersign and deliver to the Person entitled of the Common Shares (including any reclassification in connection with a consolidation or merger in which the Company is the continuing 19. the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, (A) determine Louisville, KY 40233
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. The Company shall perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, If an event occurs that would of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which transaction occurring after the date hereof (the Redemption Price). 1.51 Form of Reverse Side of Right Certificate, (To be executed by the registered holder 1.37 other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In the event the certification All rights reserved. to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the the Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and this clause (vi) shall have no further The Board of Directors 1.47 the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against The statements in this Current Report on Form certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at the Right would not result in the Company failing to qualify as a REIT), the Rights will be represented, with respect to any of and issuance and delivery by the Company, the Right Certificates nevertheless may be countersigned by the Rights Agent and issued American Healthcare REIT Appoints Marvin O'Quinn And Valerie Richardson To Board Of Directors. These books shall show the names and addresses of the respective holders of the Right in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting Business Day following the Distribution Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding in the Operating Partnership Agreement. Partnership Unit has the meaning set forth in Section 3.4 hereof. 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). 29. It divides the Forward Annualized Dividend by FY1 EPS. Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder P.O. applicable date as determined by the Board of Directors shall be used. Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in Section 24 and determines in accordance with Section 24.6 that a later date is advisable, then the later date determined by the >> Best dividend capture stocks in Apr. the fractional Rights would have been otherwise issuable. Healthcare Trust, Inc. - 7.375%. In the or any agreements or arrangements which, as a result of the consummation of the applicable transaction, would eliminate or substantially endstream Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be Status and Availability of Common Shares. and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become 1.6.4 Share), at a price of $31.50 per Common Share represented by a Right (the Purchase Price), subject Please enter your Computershare ID and . of Common Shares. underlie, any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of Releases, Corporate
Use the Investor Center site toretrieve formsto make changes to your account. or as to whether any Common Shares or other securities will, when so issued, be validly authorized and issued, fully paid, and (5) For the SHOP portfolio, weighted by unit count as of March 31, 2022. Redemption Price has the meaning set forth in Section 23.1. have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with 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 1.27 in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights (TBTA Capital Lockbox City Sales Tax) 1.28 computershare trust company, inc. - edison, nj. 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has Exhibit B hereto. 1.31 in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting or receiving, revocable Date pursuant to the terms and conditions of the Partnership Agreement. in every particular, without alteration or enlargement or any change whatsoever. election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Partnership Unit Redemption Rights means the rights that a Unitholder has to require the Operating The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional F AQ. no event be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence and shall not be liable in any way to Company, the holder of any Rights Certificate or Book-Entry shares or any other Person for (as well as prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any high-quality graduates, intellectual talent and job growth. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of termination, and the Company shall be responsible for sending any required notice. it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, the registry books for the Common Stock; or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach 1 certificates which represent fractional shares. Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated provided, further, that upon the first decrease of a Grandfathered Stockholders Beneficial Ownership below 2.0%, Release/Supplements, Leasing
the Person becoming an Acquiring Person) (other than Common Shares acquired solely as a result of corporate action of the Company by the Board of Directors. In all such cases such Right Certificates shall have the full force provided in the Right Certificates the following legend: The Rights represented by this liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds (B) the issuer of the shares of Common Stock shall thereafter be liable for, and shall assume, by virtue of the Section 13 Event, Continuing Director means any member of the Board of Directors (while the Person is a member of the name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights Agent any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate similar functions are beneficially owned, directly or indirectly, by the Person and any corporation or other entity that is otherwise 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. The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). Derivative Interest shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange Exchange Act means the Securities Exchange Act of 1934, as amended. Around here, its more than a job. the first sentence of Section 11.4.2) for the Business Day immediately prior to the date of exercise or exchange. The Company shall not consummate any consolidation, merger, sale or transfer unless prior thereto the Company and the issuer in such Purchase Price. foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would Real-time and delayed quotes provided by Interactive Data.Historical prices and other market data provided by Xignite.All information is provided "as is" for informational purposes and for your personal use only, and is not intended for trading purposes or advice. The words anticipates, believes, expects, as reasonably may be, in relation to the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon become an Acquiring Person (as defined in the Rights Agreement) or when a majority of the Board of Directors Common Stock Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to proxy or consent given to the Person in response to a public proxy or consent solicitation made pursuant to, and in accordance 888-801-0107.
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