The completion of the Merger is subject to the satisfaction or waiver of a number of closing conditions, including, among others, (1) adoption of the Merger Agreement by the holders of a majority of SGX's outstanding common stock, (2) subject to certain exceptions, the absence of any material adverse effect on SGX from and after the date of the Merger Agreement, (3) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (4) the absence of any legal prohibitions on the closing of the Merger and (5) subject to certain exceptions, the continued accuracy of SGX's representations and warranties as of the effective time of the Merger.
The special meeting of stockholders to consider and vote upon the proposal to adopt the Merger Agreement and to transact such other business as may properly come before the special meeting (or any adjournment, postponement or continuance thereof) is scheduled for 9:00 a.m., California time, on August 20, 2008, at SGX's corporate headquarters located at 10505 Roselle Street, San Diego, California 92121.
SGX filed a definitive proxy statement with the Securities and Exchange
Commission on July 21, 2008 with respect to the proposed merger transaction
with Eli Lilly and Company. Before making any voting or investment decision
with respect to the merger, investors and stockholders of SGX are urged to
read the proxy statement and the other relevant materials carefully in
their entirety because they contain important information ab
|SOURCE SGX Pharmaceuticals, Inc.|
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