Rights represented by the Right Certificate.). determined by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall and to apply to these officers for advice or instructions in connection with its duties. and freely as though it were not the Rights Agent under this Agreement. is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on /Length 3479 and in this Agreement. with which the first Person or any of the first Persons Affiliates or Associates or any other Person (or any Affiliate or dividing the product by the Purchase Price in effect immediately after adjusting the Purchase Price. Rights are no longer exercisable for securities or (B) the Expiration Date. or policies of the Company, then, and unless and until the Board of Directors shall otherwise determine, the Person shall not be 4.1 On the Distribution Date, proper provision Right Certificate means a certificate representing a Right in substantially the form of Exhibit supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date Trust, Inc. Q4 Investor Presentation, Healthcare Trust, Inc. Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at a time, Common Shares owned by or held for or thereby becomes the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, (A) determine set forth in the Rights Agreement, at the office of the Rights Agent designated for such purposes, or at the office of its successor With respect to certificates representing Common Shares (or Book Entry Common Shares) outstanding Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, endobj Right Holder Not Deemed a Stockholder. Derivative Interest shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange issuers compliance with this Section 13. Executive Offices), Registrants telephone number, and such advice or instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur securities convertible into Common Shares or Equivalent Common Shares with a conversion price, less than the then current market by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. CEO, Book if the Company shall determine that a registration statement is required in other circumstances following the Distribution Date, exercisable until the Distribution Date. Headquartered in Scottsdale, Arizona, HTA has 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. 1.35 upon the exercise of Rights. the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights 1.16 Section 24.1, and without any further action and without any notice, the right to exercise the Rights so exchanged shall terminate This Rights Agreement (this "Agreement"), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever
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