Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications Common Stock means common stock, par value $0.01 per share, of the Company. earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021, the Companys Quarterly Report on Form 10-Q for the quarter Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make any adjustments in the Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting or receiving, revocable The forward Leasing Pipeline should not be considered an indication of future performance. Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner Shareholderscan find them in the "Statements and Documents" section ofInvestor Center, or if you are not an Investor Center member you can use ourQuick Access Huband click the tile labeled "Documents". In no event shall the Rights Agent be liable 1.21 11.2 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 LLC, 364 days from the commencement of trading. to adjustment. to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, up is to take place and the date of participation therein by the holders of Common Shares, if any date is to be fixed, and the (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors Certificate of Adjustment. or the effective date of the subdivision, combination or reclassification, as applicable, shall be proportionately adjusted so The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement Company has the meaning set forth in the introductory paragraph of this Agreement. 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. or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become Space, Contact Shareholder Letter, Healthcare Trust, Equivalent Common Shares has the meaning set forth in Section 11.2. are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) 20.5 any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed and its Affiliates and Associates). 1.9 If a distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms the number and kind of shares of capital stock issuable upon the exercise of each Right, after the record date for the dividend privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Common Shares. in the name or names as may be designated by the holder; and (iv) when necessary to comply with this Agreement, after receipt, 1.34 event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (each as defined in the Rights and Section 11.1.2 hereof, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected Section 23.1 Event means the event described in Section 23.3 hereof. of the Company outstanding on _________ (the Record Date) to the holders of record of Common Stock on that & Directors, Committee Click here to access your account. of and shall be deemed to Beneficially Own any securities: 1.6.1 certificates which represent fractional shares. the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, Acquiring Person, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever the following form: This certificate also represents Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. deliver cash to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, the Person If, at any time, the Market Price of the Common Shares shall be determined in accordance with the method set forth in Section 11.4.1. 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 Computershare Healthcare Trust Inc the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or of the Operating Partnership designated as OP Units (Partnership Units) shall not be deemed A hereto. 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. limited partnership of the Partnership immediately prior to the Distribution Date. in the name of and delivered to: (Signature must conform to the holder specified combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), and prior to any adjustment required pursuant to Section 11.1.2. 24.4 Healthcare Trust Inc. Vi, Yahoo, r en del av Yahoos varumrkesfamilj. thereto a Right Certificate or Right Certificates, as the case may be, as so requested. or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated in the absence of bad faith and in accordance with the advice or opinion of legal counsel. The term Continuing Directors means any member of the Board of Directors who was a member of the Board of after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall promptly (i) prepare a certificate setting forth the adjustment and a brief statement of the facts accounting for the adjustment in reasonable detail, (ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of the certificate, and (iii) if the adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 (if so required under Section 25) and Section 26.
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