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C » Topics » Conditions to Completion of the USG T RU PS ® Transaction

This excerpt taken from the C 8-K filed Jun 10, 2009.
Conditions to Completion of the USG TRUPS® Transaction:  The respective obligations of Citigroup and the U.S. Treasury and the FDIC to consummate the USG TRUPS® Transaction are subject to the satisfaction or waiver by Citigroup or the U.S. Treasury or the FDIC, as applicable, at or before the closing, of the following conditions:
 
 
·
absence of any law, rule, order, injunction or judgment prohibiting or preventing the completion of the USG TRUPS® Transactions;
 
 
·
receipt of all material approvals or authorizations of any governmental entities required for the consummation of the USG TRUPS® Transaction; and
 
 
 
·
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 and the FDIC to consummate the USG TRUPS® Transaction is also subject to the fulfillment or waiver by the U.S. Treasury or the FDIC, as applicable, at or prior to the closing of, among others, the following conditions:

 
·
the accuracy of the representations and warranties made by Citigroup in the applicable Exchange Agreement, subject to certain materiality exceptions;
 
 
·
Citigroup having performed in all material respects all the obligations required to be performed by it at or prior to closing; and
 
 
·
the consummation of the U.S. Treasury Private Transaction and the previously announced public exchange offers.
 
In addition, the FDIC’s participation in the USG TRUPS® Transaction is contingent upon, and is required to occur simultaneously with, the U.S. Treasury’s participation in the USG TruPS® Transaction.

In the event that the U.S. Treasury Public Transaction is not consummated due to Citigroup’s failure to satisfy any of the applicable conditions described above, or Citigroup announces its intention not to commence, or its decision to terminate, the previously announced public exchange offers, then, subject to the satisfaction or waiver by Citigroup or the U.S. Treasury or the FDIC, as applicable, of the mutual conditions to completion of the USG TRUPS® Transaction, at the request of the U.S. Treasury or the FDIC, as applicable, Citigroup and the U.S. Treasury or the FDIC, as applicable, will consummate the USG TRUPS® Transaction.

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