This excerpt taken from the C 8-K filed Jun 30, 2005.
WHEREAS, the CAM Subsidiaries conduct the CAM Business and the PC/CM Subsidiaries conduct the PC/CM Business;
WHEREAS, upon the terms and subject to the conditions set forth herein, Citigroup desires to sell to Legg Mason, and Legg Mason desires to purchase from Citigroup, the CAM Business;
WHEREAS, in furtherance of the foregoing and upon the terms and subject to the conditions set forth herein, Citigroup shall sell or cause to be sold to Legg Mason, and Legg Mason shall purchase or cause to be purchased from Citigroup, the CAM Transferred Shares in exchange for the consideration provided for herein, including the PC/CM Transferred Shares; and
WHEREAS, Citigroup and Legg Mason (or one or more of their respective wholly-owned Subsidiaries) shall enter into the Related Agreements as of the Closing.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows: