Because Mr. Thornton is an officer and director of the Company, his ownership of securities of the Company may be viewed as having the purpose of exercising substantial influence over the management, business and affairs of the Company. Each Reporting Person may make (i) purchases of Common Shares of the Company in the open market or in private transactions or in connection with the exercise of options to acquire Common Shares ("Options") or (ii) dispositions of Common Shares of the Company in the open market or in private transactions or dispositions of options in connection with the lapse or exercise of such Options depending on the Reporting Person's evaluation of the Company's business, prospects and financial condition, the market for and relative value of the Common Shares, other opportunities available to the Reporting Person including but not limited to transactions proposed by the Company pursuant to approval of its board of directors, general economic and market conditions, and other future developments. Neither Reporting Person, however, has any timetable or pre-arranged plan relating to additional purchases of the Company's securities. Except as otherwise indicated in this Item 4, neither Reporting Person has any present plans or proposals with respect to the Company that relate to, or would result in, any of the actions specified in clauses (a) through (j) of Item 4 of this Schedule 13D except as specified below. Notwithstanding the foregoing, each Reporting Person may at any time and from time to time, and reserves the right to, acquire additional securities of the Issuer, dispose of any such securities of the Company or formulate plans or proposals regarding the Company or its securities, to the extent deemed advisable by the Reporting Person in light of the Company's business, announced plans, market conditions or other factors that may have the effects described in clauses (a) through (j) of Item 4 of this Schedule 13D.
Neither Mr. Thornton nor CareVest currently has any plans or proposals which relate to or would result in:
(a) the acquisition of additional securities of the Company, or the disposition of securities of the Company except as may be result from the consummation of the Proposed Merger defined in the succeeding clause (b);
(b) an extraordinary corporate transaction, such as a merger (in which the Company may or may not be the surviving corporation), reorganization or liquidation, involving the Company or any of its subsidiaries, except that Mr. Thornton has concluded and continues to believe that the Company needs to expand if it is to continue as a public corporation and should therefore, among other things, actively pursue, and the Reporting Persons support its pursuance of, one or more extraordinary corporate transactions to expand the Company's business., any of which may involve a merger or consolidation with a compatible third party, Accordingly, the Reporting Persons support the merger of the Company with and into Regional Health Properties, Inc. in accordance with the terms of the Merger Agreement (the "Proposed Merger") announced by joint press release on January 6, 2025. Should this transaction for any reason not be consummated, the Reporting Persons intend to continue to encourage the Company actively to explore and/or continue to explore, among other things, one or more such possible merger or other combination transactions on terms believed favorable to the Company and its shareholders;
(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, except that the Reporting Persons support and encourage the Company's disposition of one or more of its underperforming subsidiaries shares or assets when the opportunity to do so arises on terms believed favorable to the Company and its shareholders. Accordingly, the reporting Persons supported the action of the Board of Directors on November 10, 2023 when it approved the entering into of an agreement for the disposition of the subsidiary of the Company which owned and operated Trace Regional Hospital and associated nursing home and clinics which transaction was ultimately effected by a series of asset disposition transactions in the first second and last calendar quarters of 2024;
(d) any change in the present Board of Directors or management of the Company, except that the Reporting Person proposed and supported the July 20, 2023 election of Mr. Mark Stockslager, as the sixth Director of the Company's Board of Directors and support the changes to the board of directors contemplated to be made in connection with the Proposed Merger;
(e) any material change in the present capitalization or dividend policy of the Company, except as resulting from the consummation of the Proposed Merger;
(f) any other material change in the Company's business or corporate structure, except as resulting from the consummation of the Proposed Merger;
(g) changes in the Company's charter or by-laws or other actions which may impede the acquisition of control of the Company;
(h) any class of securities of the Company being delisted from a national securities exchange except as resulting from consummation of the Proposed Merger; or
(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act as may result from the consummation of the Proposed Merger.