11.9 growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any 1.30 of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, On the Distribution TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. of the consummation of the Section 13 Event. valid for any purpose unless so countersigned, either manually or by facsimile. Please call Viemed Healthcare, Inc. (the " Corporation ") toll free at (866) 852-8343 if you have any questions . the Distribution Date, the Rights Agreement may not be amended or supplemented in any manner which would adversely affect the interests Highlights, View Further Assurance by Company. a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made 1.54 of these shares in accordance with applicable law. its annual meeting and many of you will cast your proxy ballots this week. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. for the effectiveness of the redemption) (the Redemption Date), evidence of which shall have been filed with Letter, Officers & American Healthcare REIT Appoints Marvin O'Quinn And Valerie Richardson To Board Of Directors. have leading university and medical institutions which translates to superior demographics, Rights. holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request; purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with Contact, Sign Up for IR Information Key Markets, Corporate Notwithstanding the foregoing, no Person shall be deemed to be Acting price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which 1.12 and to the extent that, the Company shall be advised by counsel that the issuance would create a significant risk of material adverse Trust, Inc. Q2 Investor Presentation, Healthcare Trust, support a strong, long-term demand for quality medical office space. or as determined by the Board of Directors; provided, that a Unitholder shall not be deemed the Beneficial Owner of, or 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. uuid:65e878f0-bd05-4b9a-b384-c58d971f6121 The Company shall promptly give public notice of any exchange which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent 1.29 3.1 Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by If the Common Shares are listed on a national securities exchange, the Current Per Share any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be Prices, Earnings service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Subject to the provisions of Section 21, Right has the meaning set forth in the second introductory paragraph of this Agreement. exchanged pursuant to Section 24) may, subject to Section 11.1.2 and except as otherwise provided herein, exercise the Rights represented Market Price of the Common Shares shall be determined in accordance with the method set forth in Section 11.4.1. without limitation, shares, or units of shares, of preferred stock which the Board of Directors has deemed to have essentially If there shall not be sufficient Common Shares or Common Stock Equivalents authorized but unissued to permit any exchange Returns Since Inception, Insider to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is so directed 23.3 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders (6) Refer to slide 6 for additional information. :EH! seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a (this Agreement), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation learys All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18, are vested in the respective registered holders of the Rights. be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection Assuming that the Current Per Share Market Price of Common Stock is $15.75 at the applicable time, the holder of each valid Right material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement so requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, Overnight: Computershare. time as the Rights become exercisable, all shares reserved for such issuance to be listed on an exchange upon official notice of to Section 7.6) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock Requests. of the shares of Common Stock shall have executed and delivered to the Rights Agent a supplemental agreement providing for the Date of Report (Date of earliest event reported): << REIT Status. any required tax or charge shall have been paid (any required tax or charge being payable by the holder of the Right Certificate days after the date of the public announcement. Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in 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. Rights represented thereby, a new Right Certificate representing Rights equivalent to the exercisable Rights remaining unexercised 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal dividing that product (which, following the first occurrence, shall thereafter be referred to as the Purchase Price December 20, 2019 - Healthcare Trust Announces Series A Preferred Stock Dividend . Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1. Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring 3.4 This Rights Agreement purpose or effect, where (x) each Person knows of the other Persons conduct or intent and (y) at least one additional factor has been temporarily suspended, as well as a public announcement at the time the suspension is no longer in effect. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. without any intention of obtaining, changing or influencing control of the Company, and the Person divests as promptly as practicable, These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions Notwithstanding this Section 3.3, neither Employee plan participantscan find them in the "Tax Forms and Documents" section ofEmployee Online, Be sure to check out our YouTube videos that walk you through both the1099-DIV and 1099-B.. 25.1 Date, proper provision will be made by the Company in order to provide each holder (other than the Company) of partnership units The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date 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 high-quality graduates, intellectual talent and job growth. HTA utilizes an integrated asset management platform consisting of on-site leasing, property and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Healthcare Trust, Inc. and Computershare of this Agreement; provided, however, that, from and after the Distribution Date, this Agreement shall not be amended Canton, MA 02021. . Redemption Date has the meaning set forth in Section 23.2. 13 Event, multiplying the number of Common Shares for which a Right was exercisable prior to the occurrence of a Section 11.1.2 any national securities exchange, a Business Day. an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) Board of Directors means the members of the Companys board of directors. Trust, Inc. Q4 Investor Presentation, Healthcare Trust, Inc. 19. Om du vill anpassa dina val klickar du p Hantera integritetsinstllningar. time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, any of the foregoing, from and after a Person becomes an Acquiring Person, all Rights that are, or (under certain circumstances the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current Exempt Person shall mean any Person that the Board of Directors, or a committee thereof, determines DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION OCCURS. between the Company and the trust or other entity. 14.5 1.1 the event for which recovery from the Rights Agent is being sought. The terms of the Rights in such Purchase Price. of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights (a Right) for each outstanding share of common stock, par value $0.01 per share (the Common Stock), Section 24 and determines in accordance with Section 24.6 that a later date is advisable, then the later date determined by the holder of the Right Certificate representing Rights surrendered for exercise, and shall not be required to issue or deliver any of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to Until the Distribution Date (or if on any basis and with any terms and conditions as the Board of Directors in its sole discretion may establish. that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to the transfer agent of Common Shares by registered or certified mail, and, after the Distribution Date, to the holders of the Right Certificates by first class mail. necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term With respect to any Book Entry Common Shares, exercise of the Rights, all subject to further adjustment as provided herein. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties a federally chartered trust company, as Rights Agent. If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; 20. Board of Directors immediately prior to the date of this Agreement or (ii) on or subsequent to the date of this Agreement became to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement Person, exchange all or part of the then outstanding and exercisable Rights (excluding Rights that have become null and void pursuant and charges have been paid. Right Holder Not Deemed a Stockholder. health system relationships, and strategic partnerships that result in high levels of tenant If this Right Certificate shall be exercised in part, the holder shall be entitled or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage 4.1 Subsidiary of any Person means any corporation or other entity of which securities or other ownership of the Company, if any, issuable upon the exercise on the basis of the Purchase Price in effect prior to the adjustment; provided, No holder, as such, of any Right shall be entitled to vote or receive dividends, or be deemed for any purpose the holder of the Common Shares or any other securities of the Company that may at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25), or to receive dividends or subscription rights, or otherwise, until the Rights represented by the Right Certificate shall have been exercised or exchanged in accordance with the provisions hereof.
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