Examples of EU Milestone in a sentence
The representations and warranties of Schering contained in Section 3 shall be true on and as of the EU Milestone Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the EU Milestone Closing Date.
The warranties, representations, agreements, covenants and undertakings of the Company or Schering contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Initial Closing, the U.S. Milestone Closing and the EU Milestone Closing, as the case may be, and shall in no way be affected by an investigation of the subject matter thereof made by or on behalf of Schering or the Company.
Schering shall have received from counsel for the Company an opinion addressed to Schering substantially covering the matters set forth in Sections 2.1, 2.2, 2.3 (as to the due authorization, valid issuance, full payment and nonassessability of the Shares to be purchased at the EU Milestone Closing), 2.12, 2.13 and 2.14 (as to federal law).
Schering shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the EU Milestone Closing Date.
The representations and warranties of the Company contained in Section 2 shall be true on and as of the date of the EU Milestone Closing Date with the same effect as though such representations and warranties had been made on and as of the date of the EU Milestone Closing Date.
All corporate and other proceedings in connection with the transactions contemplated at the EU Milestone Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Schering and Schering's counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request.
The Company shall have performed and complied with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the EU Milestone Closing Date.
The Chief Executive Officer of the Company shall deliver to Schering at the EU Milestone Closing a certificate certifying that the conditions specified in Sections 4.3(a), 4.3(b), and 4.3(c) hereof have been fulfilled and stating that there has been no Material Adverse Change in the Company, since the Initial Closing.
At the EU Milestone Closing, the Company shall deliver to Schering a certificate or certificates, registered in Schering's name, representing the Shares purchased at the EU Milestone Closing, and Schering shall pay the total consideration for such Shares by wire transfer in immediately available funds to an account designated by the Company.
All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required for consummation of the transactions contemplated by this Agreement, shall have been duly obtained, including, without limitation, the expiration or earlier termination of any notice and waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and shall be effective on and as of the EU Milestone Closing Date.