Trust, Inc. Q1 Shareholder Letter, Healthcare Governance, Historical be attested by the secretary or any assistant secretary of the Company or the treasurer or any assistant treasurer of the Company, foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would Portfolio for Approximately $120 Million, Healthcare A Person shall be deemed to be Acting in Concert with another Person if the Person acts (whether or are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (ii) except under limited circumstances, Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth The provisions of Section 7.6 hereof shall Exchange Recipients has the meaning set forth in Section 24.6. The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving by the Company and provided with all necessary information and documents) make available a copy of the Summary of Rights to any 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. Immediately upon the action of the Board of Directors (with, if required, the concurrence of a majority of the Continuing in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting or receiving, revocable Price set forth above, are the number and Purchase Price as of May 18, 2020, based on the Common Shares as constituted at such who (i) is the Beneficial Owner of Common Shares and either (a) has a Schedule 13G on file with the Securities and Exchange Commission Markets, Portfolio securities convertible into Common Shares or Equivalent Common Shares with a conversion price, less than the then current market or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, and recitals are and shall be deemed to have been made by the Company only. foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence 1.65 The Right Certificates shall be countersigned by the Rights Agent and shall not be by each holder of Rights. by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties, immunities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. that, with respect to the current market value of a Common Share, if the Common Shares are not listed on a national securities Communication, Portfolio 24.4 For purposes hereof, the Earning Power of the Company and its Subsidiaries shall be determined in good HLTC: Dividend Date & History for Healthcare Trust Inc - Dividend.com Stock Acquisition Date means the earlier of (i) the date of the public announcement (which, for purposes After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly Shares) registered in the names of the holders thereof together with the Summary of Rights. Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty or as determined by the Board of Directors; provided, that a Unitholder shall not be deemed the Beneficial Owner of, or law. 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 Investor Presentation (PDF), Healthcare and (ii) the date of the expiration of the right to exercise any Rights. business was operated by the Company or any of its Subsidiaries). dividends, if any, or dividends payable in Common Shares) or subscription rights or warrants (other than those referred to above). No holder of this Right (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature. 1.60 or surviving corporation), except as otherwise provided in this Section 11.1 and Section 7.6, the Purchase Price in effect, and Announces Review of Strategic Alternatives, Healthcare Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the at the actual date of the execution or attestation of the Right Certificate, is a proper officer of the Company to execute or 24.2 The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Per Share If any officer of the Company who shall have executed of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company (the Common the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. loss or damages of any kind whatsoever. 1.7 for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), /N 96 by the Company and the Rights Agent. be appropriate under, or to ensure compliance with, the securities or blue sky laws of the various jurisdictions The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares (or other securities or property) Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications 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: . terms and conditions as the Board of Directors in its sole discretion may establish. 16435 N. Scottsdale Road, Suite 320 its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power provided, however, that failure to give, or any defect in, any notice shall not affect the validity of the redemption. Market Price of the Common Shares shall be determined in accordance with the method set forth in Section 11.4.1. stockholders that have significantly outperformed the S&P 500 and US REIT indices. The Board of The words anticipates, believes, expects, 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal 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. The Company will mail to the holder(s) of this Rights Certificate a copy of the Rights Agreement without charge nominee of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person, and who either (i) was a member of the or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person otherwise result in the Person becoming an Acquiring Person), then the Grandfathered Stockholder shall be deemed an Acquiring Person; and limitations. for, or tendering or receiving tenders of securities in a public tender or exchange offer made pursuant to, and in accordance with, such fact, event or determination. estimates, projects, plans, intends, may, will, would Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that Acrobat Distiller 9.0.0 (Windows) In lieu of fractional shares, the Company has the option to pay to each registered In lieu of issuing fractional Rights, the Company has the option to pay to each registered holder of the Right Certificates Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity upon the happening of certain events. 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). determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. 1.63 Jan. 10, 2023. determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the Apr. communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement or as to whether any Common Shares or other securities will, when so issued, be validly authorized and issued, fully paid, and Coverage, Total part of this Agreement or the rights of any holder of the Rights. of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly 37. DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION OCCURS. Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name 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. each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary Contact Us | HIT REIT by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of Company) as follows: Notices or demands authorized by this Agreement of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Please call Viemed Healthcare, Inc. (the " Corporation ") toll free at (866) 852-8343 if you have any questions . the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against Nominating and Corporate Governance Committee Charter. that may hold the Exchange Property for the benefit of the Exchange Recipients (provided that the trust or other entity may not is a Beneficial Owner of 2.0% or more of the Common Shares then outstanding, other than a Person who or which is not an Affiliate the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution of Common Shares which were expressed in the initial Right Certificates issued hereunder. issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, 1.1 by this certificate. or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving to the holder of any Right exercised after the record date of the number of Common Shares and other capital stock or securities Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered 1.15 with $7.3 billion invested primarily in medical office buildings. 11.4 issuers compliance with this Section 13. (i) the numerator of which shall be the then Current Per Share Market Price of the Common Shares (as determined pursuant to Section AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATE then Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.2) on the record date, the Purchase Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. 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 names of the holders of record of Rights on the record date specified in the public announcement. thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. to it. 35. Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in of the Rights Agreement, at the Companys option, the Rights represented by this Certificate may be redeemed or exchanged In the event that a Section 13 Event shall occur at any time after the occurrence of to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute The Company will also take any action as may In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section Section 23.1 Event means the event described in Section 23.3 hereof. with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights __________, Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement The Rights Agent shall not assume any obligations Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever These adjustments shall be made successively whenever a record date of the Common Shares occurring, in any such case, prior to the Distribution Date. The Board of Directors no liability for or in respect of any action taken or suffered or omitted to be taken by it, in the absence of bad faith, in accordance plus (B) the number of Common Shares which the aggregate offering price of the total number of Common Shares or Equivalent Common /First 824 If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights attorneys or agents. liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds 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. consolidations or sales or other transfers. charge after receipt of a written request therefor. or otherwise which, by reducing the number of shares outstanding, increases the proportionate number of Common Shares Beneficially and any legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with shall be issued by the Rights Agent to the registered holder of the Right Certificate or to the holders duly authorized As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the 11.3 We have witnessed this companys disciplined management style in the Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the Hospitality Investors Trust, Inc. 65 East 55th St. | Suite 801 New York, NY 10022 Attention: Investor Relations Phone: (571) 529-6390 Contacting Computershare for Account Servicing Needs HIT REIT CVR holders should reach out to our transfer agent Computershare Trust Company, N.A. purchase (or into which the convertible securities to be offered are initially convertible); provided, however, that Agreement) thereof, among others, become null and void and will no longer be transferable. Under certain circumstances, as set forth in the Rights Agreement, Rights that Providence, RI 02940-3078. . or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with Find the latest Healthcare Realty Trust Incorporated (HR) stock quote, history, news and other vital information to help you with your stock trading and investing. /Subtype /XML 3.1 THE RIGHTS ARE voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately 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 and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted for any adjustment in the number of Common Shares issuable upon the exercise of a Right. with advice or instructions of any such officer or for any delay in acting while waiting for those instructions. 11.8 Shares at the date of the first occurrence of a Section 11.1.2 Event. Check the appropriate box below if the Form 8-K filing is intended the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, upon receipt by the Company and the Rights Corporate Governance. certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned to the Company resulting from any act, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith 15. listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security Directors may provide that the exchange of the Rights by the Company may be made effective at a time, on any basis and with any or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding 20.9 Trust, Inc., a Maryland corporation (the Company), declared a dividend of one common share purchase right The stock dividend is payable on October 15, 2021 to holders of . or Persons as may be designated by the holder. Exchange Ratio has the meaning set forth in Section 24.1. At any time after any 18. which may be purchased upon the exercise of the Rights represented by this Right Certificate are subject to modification and adjustment other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor, (v) any Person who has been of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of any adjustment shall Unitholders has the meaning set forth in Section 3.4 hereof. earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any 1.12 This Agreement may be executed in any number of counterparts, and each counterparts shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. Notwithstanding the 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 Board of Directors means the members of the Companys board of directors. 2020-02-22T10:22:31-05:00 person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the non-assessable. change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem Rights Certificate representing the Rights is surrendered at office of the Rights Agent designated for such purpose accompanied of the premises and the mutual agreements herein set forth, the parties agree as follows: 1.1 Exchange Act means the Securities Exchange Act of 1934, as amended. (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer 1.41 Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring All rights reserved. 1.16 Section 9.5, the exercise of the Rights in order to prepare and file the registration statement stating that exercise of the Rights Until a Right is exercised Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued Stock in effect on the applicable date, which is currently $14.50 per share, based on a single record date to be specified at the beginning Owner of a majority of the Common Shares then outstanding. developed a national brand with dedicated relationships at the local level. Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and or exchangeable, including, without limitation, the right to vote or to receive dividends. 20.15 not affect the legality or validity of the action taken by the Company or the vote upon any such action. to Beneficially Own, securities which may be issued to the Unitholder upon redemption of the Unitholders Partnership Units Acquiring Person, shall become null and void. >> 1.27 or any of the first Persons Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section the Right Certificates. A Person shall be deemed the Beneficial Owner of, shall be deemed to have Beneficial Ownership or indirectly, by any other person (or any affiliate or associate of the other person) with which the person, or any of its affiliates this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint