and each Lender that is not a Public Sider, a ?Private Sider?). or the ?Commitment Parties?) The borrowings under the Incremental Term Loan Facility shall be subject to the following conditions: The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Incremental Term Loan Facility, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments, consents or waivers by you thereto that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the interests of the Lenders or the Lead Arrangers, but shall reduce the Incremental Term Loan Facility). You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. advisor. Capitalized terms used but not defined in this ExhibitA shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this ExhibitA is attached (the ?Commitment Letter?) It is further agreed that in any Information Materials (as defined below) and all other offering or marketing materials in respect of the Incremental Term Loan Facility, (i)Citi shall have ?left side? THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT (A)THE INTERPRETATION OF THE DEFINITION OF ?COMPANY MATERIAL ADVERSE EFFECT? Are you an advisor? respect of the Incremental Term Loan Facility until the initial funding of the Incremental Term Loan Facility and (iii)unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Incremental Term Loan Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date has occurred. Promptly following the execution of this Commitment Letter and Fee Letter, the parties hereto shall proceed with the negotiation in good faith of the Credit Facilities Documentation for purposes of executing and delivering the Credit Facilities Documentation substantially simultaneously with the consummation of the Acquisition. equity (deficit) of Parent and its subsidiaries as of and for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such audited financial statements for the fiscal years ended December31, 2017, December31, 2018 and December31, 2019) and (iv)the unaudited condensed consolidated balance sheet and the related condensed consolidated statements of comprehensive income (loss) and cash flows of Parent and its. The Commitment Parties and their respective affiliates may have economic interests that conflict with those of Parent, the Company and their respective affiliates and may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA . equity (deficit) of the Company and its subsidiaries as of and for the fiscal years ended December31, 2018 and December31, 2019 and for each subsequent fiscal year ended at least 90 days prior to the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such audited financial statements for the fiscal years ended December31, 2018 and December31, 2019), (ii) the unaudited condensed consolidated balance sheet and the related condensed consolidated statements of operations and comprehensive income (or loss) and cash flows of the Company and its subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Company?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledge receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020), (iii) the audited consolidated balance sheet and the related audited consolidated statements of income, cash flows and shareholders? Compensation types are listed for Citigroup Global Markets Inc. Learn more about how to better serve divorced clients and their financial needs. Assets Under Management $43.9 billion Number of Advisors 3,786 Disclosures No Office Location 388 Greenwich Street New York, NY 10013 (B)(2) - February 12, 2021. 383 Madison Avenue . ), from and against any and all losses, claims, damages or liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, arising out of any actions, claims, suits, litigation or proceedings (including any investigations or inquiries) (?Proceedings?) In arranging and syndicating the Incremental Term Loan Facility, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memorandum without responsibility for independent verification thereof. in Exhibit B hereto. 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 View sales history, tax history, home value estimates, and We agree to hold our commitment available for you until the earliest of (i)prior to the consummation of the Transactions, the termination of the Merger Agreement in accordance with its terms, (ii)the consummation of the Acquisition without the funding of the Incremental Term Loan Facility, and (iii) 11:59 p.m., New York City time, on July30, 2021 (such earliest time, the ?Expiration Date?). and together with Citi and MSSF, ?we?, ?us? and the loans thereunder, the ?Incremental Term Loans? 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. I would like to receive free Advisor Practice Management Guides, the U.S. News Advisor Weekly newsletter, and occasional updates regarding the U.S. News Advisor Directory. c/o Citigroup Global Markets Inc. 388 Greenwich Street . CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders: (a)administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the terms of the Incremental Term Loan Facility, (c)drafts and final versions of the definitive documentation for the Incremental Term Loan. (A)(1)(II) - Form of Letter of Transmittal (including Internal Revenue Service Form W-9), EX-99. Address: UNVERIFIED. (A)(1)(III) - Form of Notice of Guaranteed Delivery, EX-99. ), directly or indirectly, of all of the capital stock of an entity previously identified to us by you as ?Venus? For more detailed information on Citigroup Global Markets Incs conduct, please visit Finras BrokerCheck, the SECs Investment Adviser Public Disclosure database, or your states regulatory agencies. identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), and you agree to use commercially reasonable efforts to assist the Initial Lenders with the syndication of the Incremental Term Loan Facility; provided that (a)we agree not to syndicate our commitments to certain banks, financial institutions and other institutional lenders (or related funds of such institutional lenders clearly identifiable solely by similarity of name) identified to us by you in writing prior to the Original Signing Date (?Disqualified Lenders?) (b) Settlement. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. WebThe current C market cap is 91.018B USD. Japan may finally be emerging from its decade-long malaise, while economic growth in China continues at a The Borrower will obtain senior secured first lien incremental term loans on the terms described on Exhibit B to the Commitment Letter (the ?Incremental Term Loan Facility? Find and update your U.S. News Advisor Profile, Investment Adviser Public Disclosure database, Merrill Lynch, Pierce, Fenner & Smith Inc, California Do Not Sell My Personal Information Request. The company s history dates back to the founding of WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. Introductory. intends to acquire (the ?Acquisition? Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. It is understood and agreed that the Incremental Term Loan Facility may, at the discretion of the Lead Arrangers, be issued as either an increase in the term loans currently provided under Section2.20 of the Credit Agreement (the ?Existing Term Loans? EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. ; this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, together with the amended and restated fee letter delivered in connection herewith (the ?Fee Letter? [Remainder of this page intentionally left blank]. (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. Our innovative technology includes the POLYGON search tool that allows users to define their own search areas on a map and a Plan Commute feature The company was formed by the merger of banking giant Citicorp and financial conglomerate Travelers Group in 1998; Travelers was subsequently spun off from the company in 2002. Locations. The availability of the Incremental Term Loan Facility on the Closing Date will be subject solely to (a)the applicable conditions set forth in Section6 of the Commitment Letter and in Exhibit C to the Commitment Letter, (b)delivery of a customary borrowing notice, (c)the accuracy of representations and warranties in all material respects subject, to the Certain Funds Provisions and (d)the conditions set forth in Section2.20(d) of the Credit Agreement (with the Acquisition being deemed to be a Limited Condition Acquisition (as defined in the Credit Agreement)), subject to the Certain Funds Provisions. 1911 Greenwich St has rental units ranging from 600-750 sq ft . Learn more today. (AS DEFINED IN THE MERGER AGREEMENT) (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED AND IS CONTINUING), (B) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED MERGER AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR AND ITS OBLIGATIONS THEREUNDER OR TO DECLINE TO CONSUMMATE THE ACQUISITION AND (C)THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW (AS DEFINED IN THE MERGER AGREEMENT) PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . This website is provided as is without any representations or warranties, express or implied. WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, Citi, MSSF and JPM will act as lead arrangers and bookrunners for the Incremental Term Loan Facility (each a ? DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. The company is legally registered to provide services to investors across 50 U.S. states and territories. Web390 GREENWICH ST FL 4 NEW YORK, NY 10013 Get Directions (212) 723-4421 Company Summary. Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be reborrowed. WebCitigroup Global Markets Realty Corporation litigation, intellectual property, and other public records. 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