and (ii) the date of the expiration of the right to exercise any Rights. Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Each Right shall initially entitle the holder to acquire one Common Share upon exercise of the 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) special tax treatment, (ii) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise 20.7 limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert management, engineering and building services, and development capabilities to manage and create Code of Ethics. split, stock dividend or similar transaction occurring after the date hereof (the Exchange Ratio). Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Except as otherwise provided herein, if the registered holder of any Right Certificate shall exercise less than all the the fractional Rights would have been otherwise issuable. of the Common Shares, (ii) issuance wholly for cash of any Common Shares at less than the Current Per Share Market Price, (iii) Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least ten (10) The Company shall perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and not on the Right Certificate). Leasing, Communication from the the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, 1996 - 2023 Computershare Limited. exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set shares upon exercise of a Right (except as provided in this Section 14). notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. 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 37. Computershare Corporate Trust is an industry leader with decades of experience as a provider of trustee and sophisticated agency services for private and public companies, investment bankers, asset managers as well as governments and institutions. On _________, Healthcare Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including, without limitation, any act or provision of any present or future law or regulation or government authority, any act of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, strike, work stoppage or similar occurrence). Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons 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 Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective and fully paid and non-assessable shares. whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. The terms of the Rights 11.11 Computershare Corporate Trust of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, books of the Company were open, the holder would have owned upon exercise of the Right and been entitled to receive by virtue of 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. signature by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion 1.65 Agent). to a trust, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights 1.31 action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. Prices, Earnings and (B) additional Common Shares that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. Book Entry Common Shares) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute Trust, Inc. (the Company) announced the declaration of a quarterly stock dividend of 0.014655 shares of the Companys
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