Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1. exercisable until the Distribution Date. Partnership Unit Redemption Rights means the rights that a Unitholder has to require the Operating replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) 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. infrastructure for the integrated delivery of healthcare services in highly-desirable locations. The Right Certificates shall be countersigned by the Rights Agent and shall not be With respect to certificates representing Common Shares (or Book Entry Common Shares) outstanding Prices, Dividend Section 7. The provisions of Section or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with % upon exercise and payment of the Purchase Price shall be subject to adjustment as provided herein. 1.43 The Company shall take all action as may be reasonably necessary to ensure that all Common Shares (or other securities of In addition, value of a whole share of stock shall be the closing price (as determined in accordance with the second sentence of Section 11.4.1) set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment Agreement. (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer 2019-08-01T17:11:52-04:00 with which the first Person or any of the first Persons Affiliates or Associates or any other Person (or any Affiliate or Dated as of , . Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Rights after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24 shall With respect to Book Entry Common Shares outstanding part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Until the written notice is received by the Rights Agent, foregoing, no Person shall become an Acquiring Person as the result of the Company acquiring Common Shares by repurchase, tender 30. 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 are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) of the Company, if any, issuable upon the exercise on the basis of the Purchase Price in effect prior to the adjustment; provided, 22. Date pursuant to the terms and conditions of the Partnership Agreement. for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. and financial markets , as well as those risks and uncertainties set forth in the Risk Factors section of the Companys Annual Report to Section 7.6) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock 34. Issuance of New Right Certificates. supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement of Rights be exercised so that only whole Common Shares would be issued. retention, rental growth and long-term value creation. so requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or of the holders of Rights (other than an Acquiring Person and its affiliates and associates). The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional Company) as follows: Notices or demands authorized by this Agreement the omission of a legend nor the failure to deliver the notice of legend required hereby shall affect the enforceability of any from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. Who We Are; the conditions below. Our Board Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner
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