C » Topics » Conditions to Completion of the U.S. Treasury Private Transaction

This excerpt taken from the C 8-K filed Jun 10, 2009.
Conditions to Completion of the U.S. Treasury Private Transaction:  The respective obligations of Citigroup and the U.S. Treasury to consummate the U.S. Treasury Private Transaction are subject to the satisfaction or waiver by Citigroup or the U.S. Treasury, as applicable, at or before the closing, of the following conditions:
 

 
 
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absence of any law, rule, order, injunction or judgment prohibiting or preventing the completion of the U.S. Treasury Private Transaction;
 
 
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receipt of all material approvals or authorizations of any governmental entities required for the consummation of the U.S. Treasury Private Transaction; and
 
 
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the approval of the NYSE for Citigroup to issue the Interim Securities without shareholder approval being in full force and effect.
 
The obligation of the U.S. Treasury to consummate the U.S. Treasury Private Transaction is also subject to the fulfillment or waiver by the U.S. Treasury at or prior to the closing of, among others, the following conditions:

 
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the accuracy of the representations and warranties made by Citigroup in the Exchange Agreement with the U.S. Treasury, subject to certain materiality exceptions;
 
 
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Citigroup having performed in all material respects all the obligations required to be performed by it at or prior to closing; and
 
 
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the consummation or concurrent consummation of the exchanges with the Private Holders, pursuant to which a minimum of $11.5 billion in aggregate liquidation preference of preferred stock is exchanged.
 
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