WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. 383 Madison Avenue . Lenders that do not wish to receive material non-public information (?MNPI?) Assets Under Management $43.9 billion Number of Advisors 3,786 Disclosures No Office Location 388 Greenwich Street New York, NY 10013 To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the documentation of the Incremental Term Loan Facility, you. Notwithstanding anything in this Commitment Letter (including each of the exhibits attached hereto), the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i)the only representations the accuracy of which shall be a condition to the availability and funding of the Incremental Term Loan Facility on the Closing Date shall be (A)such of the representations made by the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement (to such extent, the ?Specified Merger Agreement Representations?) in their practice that could influence their ability to advise clients, theyre required to disclose In such capacities, each of Citi, MSSF and JPM are an ?Initial Lender? Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as ?Public Information?, which, at a minimum, shall mean that the word ?PUBLIC? New York, The proceeds of borrowings under the Incremental Term Loan Facility shall be used by the Borrower on the Closing Date, together with cash on hand of Parent and its subsidiaries, to pay the Acquisition Costs. You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such Indemnified Person unless such settlement (i)includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii)does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person. While Citigroup Global Markets Inc is licensed to operate in 50 states, the District of Columbia, Puerto Rico and the Virgin Islands, licenses for individual advisors may vary. Are you an advisor? Have questions about the site? The company s history dates back to the founding of Compensation types are listed for Citigroup Global Markets Inc. You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section7. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. herein, Citi and MSSF shall be entitled to the confidentiality, indemnification and cost reimbursement provisions of this Commitment Letter as if they were in effect as of the Original Signing Date. Facility (the ?Credit Facilities Documentation?) The proceeds of the Incremental Term Loan Facility shall be applied, along with cash on hand of Parent and its subsidiaries, (i)to pay the consideration in connection with the Acquisition and (ii)to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the ?Transaction Costs?) For Financial Advisors, from U.S.News: Get the Advisor's Guide to Working with Divorced Clients. The company's filing status is listed For purposes hereof, the words ?execution,? WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. or ?tif?) View sales history, tax history, home value estimates, and overhead views. Web19 customer reviews of Citigroup Global Markets. The Closing Date shall not occur prior to March8, 2021. Attorneys (29) Markets (0) Patents (15) Trademarks (566) Payments (0) Related (203) Citigroup Global Markets Realty Corporation 390 Greenwich Street 6th Floor New York, NY 10013. Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be reborrowed. Until the earlier of Successful Syndication (as defined in the Fee Letter) and the 45th day after the Closing Date (such earlier date, the ?Syndication Date? As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing. The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. (A)(1)(VI) - Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock VIELA BIO, INC. $53.00 net per Share Pursuant to the Offer to Purchase dated February 12, 2021 TEIRIPIC MERGER SUB, INC., a direct wholly owned subsidiary of HORIZON THERAPEU, EX-99. subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of Parent?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledges receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020). In connection with the Transactions, (i)Citi is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility, (ii)MSSF is pleased to advise you of its several but not joint commitment to provide 40% principal amount of the Incremental Term Loan Facility and (iii)JPM is pleased to advise you of its several but not joint commitment to provide 20% principal amount of the Incremental Term Loan Facility, in each case, subject only to the satisfaction of the conditions set forth in Section6 below. How Do Treasury Dealers Manage Their Positions? Company Number 601904053 Status Active Incorporation Date 28 September 1998 (New York (US)) Controlling Company CITIGROUP INC. ), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof. Same as set forth in the Credit Agreement. ), the subsidiary guarantors party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent, in connection with the acquisition (the ?Acquisition? in Exhibit B hereto are satisfied (it being understood that (x)no security interest in any Collateral shall constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company and (y), with respect to security to be provided by the Company and any restricted subsidiary of the Company that is required to become a Guarantor, the provision of such security shall not constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company). Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS Capitalized terms used in this Exhibit C shall have the meanings set forth in the other Exhibits attached to the Commitment Letter to which this Exhibit C is attached (the ?Commitment Letter?). WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Holdings, Inc. on January 23rd, 2017 The existence of such filings may not result in censure or penalty for an advisor and customer complaints against Attention: Liability Management Group (800) 828-3182 (toll free) (212) 902-518 Client type information from Form ADV. In addition, please note that certain of the Commitment Parties and/or their affiliates have been retained by Parent or one of its subsidiaries as financial advisor (in such capacity, the ?Buy Side Advisor?) and the requirements of 31 C.F.R. or the ?Commitment Parties?) regulatory actions against them, customer complaints or instances of arbitration or termination of employment. You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Incremental Term Loan Facility unless you and we shall so agree. 8. ), that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, taken together with all other information that is publicly available on the SEC?s website, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b)the Projections contained in the Information Memorandum will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. c/o J.P. Morgan Securities LLC . WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . The Administrative Agents and the Lead Arrangers shall have received at least three (3)business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10)business days prior to the Closing Date by the Administrative Agents or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable ?know your customer? WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Citigroup Global Markets, Inc. is located at 390 Greenwich St Fl 4 in New York and has been in the business of Security Brokers And Dealers since 2016. shall apply with respect to the Incremental Term Loans until the date that is six months after the Closing Date on terms and conditions otherwise consistent with Section2.12(k) of the Credit Agreement. performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. means the representations and warranties of the Borrower and the Guarantors set forth in the Credit Facilities Documentation relating to organizational status of the Borrower and the Guarantors (as they relate to due authorization, execution, delivery and performance of the Credit Facilities Documentation); power and authority, due authorization, execution and delivery and enforceability with respect to the Credit Facilities Documentation, no conflicts with or consent under organizational documents, in each case, related to the entering into and the performance of the Credit Facilities Documentation and the incurrence of the extensions of credit and granting of the security interests in the Collateral to secure the Incremental Term Loan Facility; solvency as of the Closing Date (after giving effect to the Transactions and with solvency being determined in a manner consistent with Exhibit C to the Credit Agreement) of Parent and its subsidiaries on a consolidated basis; Federal Reserve margin regulations; Patriot Act; OFAC; FCPA; the Investment Company Act; and, subject to the parenthetical in the immediately preceding sentence, creation, validity and perfection of security interests in the Collateral (as defined in Exhibit B). You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates? As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibit A thereto. WebWe simplify the process of finding a new apartment by offering renters the most comprehensive database including millions of detailed and accurate apartment listings across the United States. arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? VERIFIED Status: UNVERIFIED. ), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the Guarantors in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. In December 2007, 388 Greenwich Street and 390 Greenwich Street were sold by Citigroup in order to reduce real estate exposure on its balance sheet. on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? The Most Important Ages for Retirement Planning: Age 50, The Most Important Ages for Retirement Planning: Age 59 , The Most Important Ages for Retirement Planning: Age 65, The Most Important Ages for Retirement Planning: Age 66, The Most Important Ages for Retirement Planning: Age 70 . WebCitigroup is a pre-eminent financial services company with nearly 200 million customer accounts in 100-plus countries. This Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). At the request of the Lead Arrangers, you agree to assist us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Incremental Term Loan Facility that consists exclusively of information that is publicly available and/or does not include MNPI with respect to Parent, the Company or any of their respective subsidiaries for the purpose of United States federal and state securities laws to be used by Public Siders. ?executed,? The principal address is 388 Greenwich St, New York, NY 10013. This website is provided as is without any representations or warranties, express or implied. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. WebAs of the date of this report, all of the common stock of the Registrant is held by Citigroup Global Markets Holdings Inc. Toggle navigation OPEN GOV US. Overview. intends to acquire (the ?Acquisition? and (B)the Specified Representations (as defined below) and (ii)the terms of the Credit Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Incremental Term Loan Facility on the Closing Date if the conditions set forth in the section entitled ?Conditions to Borrowing? Citigroup was established as a corporation incorporated in CITIGROUP GLOBAL MARKETS HOLDINGS INC. /s/ Rommel Celleri. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. You acknowledge that, in such capacity, each Buy Side Advisor may advise Parent or such subsidiary in other manners adverse to the interests of the parties hereto. WebCitigroup Global Markets, Inc. Website. WebCitigroup Global Markets Inc 388 Greenwich Street, New York, NY(212) 816-6000 Website See Advisors At This Firm Overview Fees & Compensation Client Types Contact The agent name of this company is: C T CORPORATION SYSTEM , and company's status is listed 390 GREENWICH STREET, NEW YORK, NY 10013 The Registered Agent on file for this company is C T Corporation System and is located at 1015 15th St Nw Suite 1000, Washington, DC 20005. 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