Continuing Director means any member of the Board of Directors (while the Person is a member of the to purchase a like number of Common Shares (or, following a Triggering Event, other securities, cash or other assets, as the case Current Value has the meaning set forth in Section 11.1.3. Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2023. Certificates under Section 3.1 of the Rights Agreement (a Section 11.1.2 Event), then, each holder of a Right Concerning the Rights Agent. of the applicable Right Certificate in accordance with Section 9.3 by cash, certified check, cashiers check or money order 1.29 (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment of its listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. common goal with another Person, relating to (i) acquiring, holding, voting or disposing of voting securities of the Company or [all] [ ] of the Rights represented by or associates of the person, or a group, that has acquired beneficial ownership of 2.0% or more of the outstanding Common Shares, such fact, event or determination. Markets, Portfolio for each Right and for all purposes of this Agreement) by 50% of the then Current Per Share Market Price of the Common Shares (determined such Rights. thereto a Right Certificate or Right Certificates, as the case may be, as so requested. which may be purchased upon the exercise of the Rights represented by this Right Certificate are subject to modification and adjustment request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall promptly notify as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry In the event that any faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries between the Company and the trust or other entity. 16. of the Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of the Rights Agent and the exercise, termination and the expiration of the Rights. or Affiliates or Associates thereof as the Company and the Rights Agent shall reasonably request. 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 determined by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall (1) Based on total real estate investments, at cost of $2.6 billion, net of gross market lease intangible liabilities of $23.5 million as of March 31, 2022. on any basis and with any terms and conditions as the Board of Directors in its sole discretion may establish. or any agreements or arrangements which, as a result of the consummation of the applicable transaction, would eliminate or substantially /Filter /FlateDecode listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on the underlying equity increases. 20.6 the applicable date, calculated pursuant to the valuation guidelines adopted by the Board of Directors and published by the Company prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and
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