Serono Sample Clauses
Serono. NDCHealth and Client shall continue to perform their respective obligations under the Serono Agreement in accordance with the terms thereof and in a manner consistent with their practices as of the Effective Date. All revenues received pursuant to the Serono Agreement with respect to periods after the Effective Date shall be shared equally between the parties.
Serono. 3.11.1 As of the Effective Date, to the Knowledge of the Management Seller, (A) Serono is not in possession of adverse material non-public information (within the meaning of Article 72 of the Listing Rules of the SWX ("Article 72")) concerning Serono which is required to be publicly disclosed as of the Effective Date under Article 72, and, except for the transactions contemplated by this Agreement and the process conducted by the Sellers and Serono culminating in such transactions, Serono has not deferred the disclosure of any such information in reliance on the exceptions in paragraphs 2 and 3 of Article 72, except, in each case, for any such information (x) which is within the Knowledge of the Parent or the Offeror or (y) has been fairly disclosed in written materials made available in the data room or otherwise provided (including for this purpose materials provided in electronic format) to the Parent or the Offeror; and (B) the consolidated financial statements (including the related notes) included in the Serono Securities Filings (as such term is defined in Section 5.4.1) and the consolidated financial statements of Serono for the six months ended June 30, 2006 (copies of which have been delivered to the Parent) present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Serono and the consolidated Serono Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with IFRS consistently applied during the periods involved except as otherwise noted therein and in compliance with Swiss Law, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustments that have not been and are not expected to be material in amount.
Serono. Inc. et al., (the "▇▇▇▇▇▇▇ Civil Action"); and, subsequently, that action was transferred to the United States District Court for the District of Massachusetts and is currently pending in that district under Civil Action No. 05-10722 (D. Mass.); D.
Serono. Serono agrees that it shall be permitted to dispose of the Purchased Stock (as such term is defined in the Purchase Agreement) only as set forth in Section 5.2 of the Purchase Agreement. Notwithstanding anything contained herein to the contrary, the Purchased Stock shall not constitute "Registrable Securities" and Serono shall not be a "Holder" until the earlier of (a) the expiration of the Lock-up Period (as such term is defined in the Purchase Agreement) and (b) April 15, 2006.