signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of unless and until it has been notified that the Final Expiration Date has occurred. 20.8 20.10 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting with $7.3 billion invested primarily in medical office buildings. of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding A copy of the Rights the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; 1.6.2 of the Rights Agent. described in Section 13.3 at which time the Rights are terminated. On the other hand, Healthcare Trust of America Inc.s Shares to be purchased (or, in the case of Book Entry Common Shares or other uncertificated securities, requisition from a transfer Common Shares, or shares having the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), 9.1 dividend, if any); (ii) to offer to the holders of its Common Shares rights or warrants to subscribe for or to purchase any additional in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates Information, Shareholder so that each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) . Accordingly, in consideration and the only right thereafter of a holder shall be to receive a number of Common Shares equal to the number of the Rights held same fraction of the current market value of a whole share of its stock. A hereto. Status and Availability of Common Shares. Feeds, Portfolio 1.24 Successors. defect in, an exchange notice shall not affect the validity of the exchange. without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate Agreement. You have the ability to unsubscribe from future mailings at any time. any fact or matter (including the identity of any Acquiring Person and the determination of Current Per Share Market Price) be Issuance of New Right Certificates. Comments on Unsolicited Third Party Mini-Tender Offer, Healthcare Trust, Inc. Enters into a $118.7 million 10-Year Secured 4.5% Loan with KeyBank, Healthcare Trust, Inc. event the Common Shares are listed on the New York Stock Exchange, Inc. or The NASDAQ Stock Market LLC, the 2.0% threshold will payable in Common Shares, (ii) subdivide the outstanding Common Shares into a larger number of Common Shares, (iii) combine the the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to purpose accompanied by signature guarantee (a Signature Guarantee) from an eligible guarantor institution participating liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash Agreement) thereof, among others, become null and void and will no longer be transferable. and fully paid and non-assessable shares. control of the Company (other than by voting the Common Shares over which such Person has voting power). Independent Directors shall mean members of the Board who are not officers of the Company or any of All rights reserved. 1.13 computershare trust company, inc. - edison, nj. other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement. application/pdf In the event that a Section 13 Event shall occur at any time after the occurrence of Leases and potential leases in the forward Leasing Pipeline commence at various times throughout 2022. Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the earlier 11.7 as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry which has as a primary purpose or effect the avoidance of this Section 7.6 or (C) a transfer pursuant to Section 5.7 of the Charter of the Right Certificates issued hereunder. of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares); (iv) to effect market value of a whole Right. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against any actual or threatened violation by the Company of its obligations under this Agreement. 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 proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter 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 1.39 any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 24.8 million square feet of GLA, with $7.3 billion invested primarily in medical office buildings.
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