Common use of Dealings with the Panel Clause in Contracts

Dealings with the Panel. (a) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, that any correspondence or other information required to be provided under this Section 3.4 may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or Aon; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (b) WTW undertakes, if so reasonably requested by Aon to, as promptly as practicable, provide its written consent to Aon and to the Panel in respect of any application made by Aon to the Panel for a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, seeking consent to the aggregation of dealings for purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the Scheme. (e) Notwithstanding the foregoing provisions of this Section 3.4, neither WTW nor Aon shall be required to take any action pursuant to the foregoing provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW or Aon). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing an Allergan Alternative Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Eventthe valid termination of this Agreement pursuant to and in accordance with Article 9, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing an Allergan Alternative Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1Article 9, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonAllergan; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (b) WTW Allergan undertakes, if so reasonably requested by Aon AbbVie to, as promptly as practicable, provide its written consent to Aon AbbVie and to the Panel in respect of any application made by Aon AbbVie to the Panel: (i) to redact any commercially sensitive or confidential information specific to AbbVie’s financing arrangements for the Acquisition (“AbbVie Financing Information”) from any documents that AbbVie is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (ii) for a derogation from the requirement under the Takeover Rules to disclose AbbVie Financing Information in the Scheme Document, any supplemental document or other document sent to Allergan Shareholders or the holders of the Allergan Options or Allergan Share Awards pursuant to the Takeover Rules; (iii) for a derogation from Rule 16.1 and/or 20.1 of the Takeover Rules to permit AbbVie to implement, and to pay fees to lenders in connection with, its Financing and syndication arrangements with respect to its Financing, and to provide information to lenders and prospective lenders on such terms as the Panel may permit; and (iv) for a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, seeking consent to the aggregation of dealings for purposes of disclosure in the Scheme Document and seeking consent to the aggregation on a bi-weekly basis of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (c) Aon AbbVie undertakes, if so requested by WTW Allergan to, as promptly as practicable, provide its written consent to WTW Allergan and to the Panel in respect of any application made by WTW Allergan to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c5.1(b)(xii) of the WTW Allergan Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameSchedule. (d) Aon AbbVie and WTW Allergan undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeTakeover Rules. (e) Notwithstanding the foregoing provisions of this Section 3.4, neither WTW Allergan nor Aon AbbVie shall be required to take any action pursuant to the foregoing provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Allergan or AonAbbVie). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (ib) Save in each case where not reasonably practicable owing to time restraints, each of the Parties will give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, therewith and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestions, and (ii) except suggestions to the extent any that such meetingParty, discussionacting reasonably, correspondence or submission relates considers these to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to be appropriate and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonXxxxxx; (ii) as necessary to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns)comply with contractual obligations; and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (bc) WTW Xxxxxx undertakes, if so reasonably requested by Aon toEaton, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Eaton and to the Panel in respect of any application made by Aon Eaton to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Xxxxx’x financing arrangements for the Acquisition (“Eaton Financing Information”) from any documents that Eaton is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Eaton Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Xxxxxx Shareholders, the aggregation holders of changes in information announced the Xxxxxx Options or Xxxxxx Share Awards pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Eaton undertakes, if so requested by WTW toXxxxxx, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Xxxxxx and to the Panel in respect of any application made by WTW Xxxxxx to the Panel to permit entering into and effecting (i) the retention, bonus and/or benefit retention arrangements contemplated by Section 7.1(ii)(cClause 5.1(b)(iii) of the WTW Xxxxxx Disclosure Letter Schedule and to take such further action reasonably requested by WTW to effectuate and implement the same. (dii) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation a transaction of the Schemetype described in Clause 5.3(g) of the Xxxxxx Disclosure Schedule. (e) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW nor Aon Xxxxxx shall not be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel Panel, (unless the Panel decision ii) Xxxxxx has received a Xxxxxx Alternative Proposal or an inquiry or proposal from a person who is successfully appealed by either WTW considering making a Xxxxxx Alternative Proposal or Aon)(iii) Xxxxxx has made or is considering making a Xxxxxx Change of Recommendation. (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) 3.4.1. Each of the Parties will (i) promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. 3.4.2. Each of the Parties will give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, therewith and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestions, and (ii) except suggestions to the extent any that such meetingParty, discussionacting reasonably, correspondence or submission relates considers these to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to be appropriate and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4.2 may be redacted: (i1) to remove references concerning the valuation of the businesses business of WTW Elan or AonBidder; (ii2) as necessary to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns)comply with contractual obligations; and (iii3) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (b) WTW 3.4.3. Elan undertakes, if so reasonably requested by Aon toBidder, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Bidder and to the Panel in respect of any application made by Aon Bidder to the Panel Panel: (1) to redact any commercially sensitive or confidential information specific to Bidder’s financing arrangements for the Acquisition (“Bidder Financing Information”) from any documents that Bidder is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (2) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Bidder Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Elan Shareholders, the aggregation holders of changes in information announced Elan Options or Elan Share Awards pursuant to Rule 2.10 of the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the Scheme. (e) 3.4.4. Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW Elan nor Aon the Bidder shall be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel Panel, (unless the Panel decision is successfully appealed by either WTW iii) with respect to Elan, if Elan has made an Elan Change of Recommendation pursuant to and in accordance with Clause 5.3, for so long as such Elan Change of Recommendation continues in effect or Aon)(iv) with respect to Bidder, if Bidder has made a Bidder Change of Recommendation pursuant to and in accordance with Clause 5.4, for so long as such Bidder change of Recommendation continues in effect. (f) 3.4.5. Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (ib) Each of the Parties will give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, therewith and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestions, and (ii) except suggestions to the extent any that such meetingParty, discussionacting reasonably, correspondence or submission relates considers these to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to be appropriate and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonXxxxxx Xxxxxxxx; (ii) as necessary to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns)comply with contractual obligations; and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (bc) WTW Xxxxxx Xxxxxxxx undertakes, if so reasonably requested by Aon toActavis, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Actavis and to the Panel in respect of any application made by Aon Actavis to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Actavis’s financing arrangements for the Acquisition (“Actavis Financing Information”) from any documents that Actavis is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Actavis Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Xxxxxx Xxxxxxxx Shareholders, the aggregation holders of changes in information announced the Xxxxxx Xxxxxxxx Options or Xxxxxx Xxxxxxxx Share Awards pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Actavis undertakes, if so requested by WTW toXxxxxx Xxxxxxxx, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Xxxxxx Xxxxxxxx and to the Panel in respect of any application made by WTW Xxxxxx Xxxxxxxx to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(cClauses 4.1, 4.2, 5.1(b)(i), 5.1(b)(iii), 6(i)(v) and 7.4(a) of the WTW Xxxxxx Xxxxxxxx Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeSchedule. (e) Each of the Parties covenants and undertakes that it shall promptly comply with any requirements, directions, rulings and decisions of the Panel, including any requirement to release a new announcement under Rule 2.5 of the Takeover Rules if required. Each Party further agrees that without the prior consent of the other party, not to be unreasonably withheld, delayed or conditioned, it will not initiate any litigation, seek any application for additional review or otherwise appeal any ruling of the Panel. (f) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW nor Aon Xxxxxx Xxxxxxxx shall not be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel Panel, (unless the Panel decision ii) Xxxxxx Xxxxxxxx has received a Xxxxxx Xxxxxxxx Superior Proposal or (iii) Xxxxxx Xxxxxxxx has made or is successfully appealed by either WTW or Aon)considering making a Xxxxxx Xxxxxxxx Change of Recommendation. (fg) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party in connection with any correspondence or discussions with the Panel in connection with the Scheme and/or the Acquisition. (b) Save where prohibited by the Panel, each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestionssuggestions to the extent that such Party, acting reasonably, considers these to be appropriate and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or Aon; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns)Fleetmatics; and (iiiii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (bc) WTW Fleetmatics undertakes, if so reasonably requested by Aon toVerizon, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Verizon and to the Panel in respect of any application made by Aon Verizon to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Verizon’s financing arrangements for the Acquisition (“Verizon Financing Information”) from any documents that Verizon is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Verizon Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Fleetmatics Shareholders or the aggregation holders of changes in information announced the Fleetmatics Options or Fleetmatics Share Awards pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Fleetmatics undertakes, if so reasonably requested by WTW toVerizon, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Verizon and to the Panel in respect of any application made by WTW Verizon to the Panel requesting a derogation from the timing requirement pursuant to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) Rule 30.2 of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel Takeover Rules in connection with the implementation despatch of the SchemeScheme Document to Fleetmatics Shareholders where compliance with such timing requirement will not be possible within the 28 day period after the date of the Rule 2.5 announcement. (e) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW nor Aon (i) Fleetmatics shall not be required to take any action pursuant to the foregoing such provisions if (aA) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Fleetmatics or AonVerizon) or (B) Fleetmatics has made a Fleetmatics Change of Recommendation and (ii) no Party shall be required to take any actions pursuant to this Clause 3.4 if such actions relate to a matter (A) where the interests of Fleetmatics and Verizon are, or are reasonably likely to be, adverse or (B) involving a person who has made, or is reasonably likely to make, a Fleetmatics Alternative Proposal (or any Affiliate of, or persons Acting in Concert with, such person). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover RulesRules or the Act.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party in connection with any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (b) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Covidien Alternative Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening EventMedtronic Alternative Proposal, as the case may be, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestionssuggestions to the extent that such Party, acting reasonably, considers these to be appropriate, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Covidien Alternative Proposal or WTW Intervening Event or a Medtronic Alternative Proposal, as the valid termination of this Agreement pursuant to and in accordance with Section 9.1case may be, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonCovidien; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (bc) WTW Covidien undertakes, if so reasonably requested by Aon toMedtronic, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Medtronic and to the Panel in respect of any application made by Aon Medtronic to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Medtronic’s financing arrangements for the Acquisition (“Medtronic Financing Information”) from any documents that Medtronic is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Medtronic Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Covidien Shareholders or the aggregation holders of changes in information announced the Covidien Options or Covidien Share Awards pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Medtronic undertakes, if so requested by WTW toCovidien, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Covidien and to the Panel in respect of any application made by WTW Covidien to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(cClauses 5.1 and 7.4(d) of the WTW Covidien Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeSchedule. (e) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW nor Aon Covidien shall not be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Covidien or Aon)Medtronic) or (ii) Covidien has made a Covidien Change of Recommendation. (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will shall promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (ib) Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties shall give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, and shall afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestions, and (ii) except suggestions to the extent any that such meetingParty, discussionacting reasonably, correspondence or submission relates considers these to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to be appropriate, and in accordance with Section 9.1, shall keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend such meetings and provide advance copies of all written submissions it makes intends to make to the Panel and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and give due consideration to and where reasonable accommodate such comments and suggestions to the extent that such Party, acting reasonably, considers these to be appropriate, copies of the submissions made and copies (or, where verbaloral, a verbal an oral or written summary of the substance) of the Panel responses thereto providedthereto, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.5(b) may be redacted: (i) by either party, to remove references concerning the valuation of the businesses business of WTW or AonTarget; (ii) by Zoetis, to prevent remove references to its strategic rationale for the exchange of confidential information Acquisition; (iii) by Zoetis, in connection to a switch to a Takeover Offer; (iv) as required by applicable Law necessary to comply with legal or contractual obligations; and (v) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting Party party shall use its reasonable best efforts endeavours to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in is such privilege or confidentiality concerns). (bc) WTW Target undertakes, if so reasonably requested by Aon toZoetis, to issue as promptly as practicable, provide is reasonably practicable its written consent to Aon Zoetis and to the Panel in respect of any application made by Aon Zoetis to the Panel Panel: (i) seeking confirmation that there is no requirement under the Takeover Rules to disclose Zoetis’ financing arrangements for the Acquisition and related transactions (the “Zoetis Financing Information”) in the Scheme Document, any supplemental document or other document sent to Target Shareholders, the holders of Target Convertible Securities or, alternatively, seeking a waiver of or derogation from such requirement; (ii) to redact any commercially sensitive or confidential information specific to the Zoetis Financing Information from any documents that Zoetis is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (iii) requesting a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameDocument. (d) Aon Target and WTW Zoetis undertake, if so requested by the other Party toParty, to issue as promptly as is reasonably practicable, issue practicable its written consent to the other Party and to the Panel in respect of any application reasonably made by Target or Zoetis, as applicable, to the Panel: (i) requesting any derogation, permission or consent a derogation from the Panel timing requirement pursuant to Rule 30.2 of the Takeover Rules in connection with the despatch of the Scheme Document or the Takeover Offer Document to Target Shareholders and the despatch of the Rule 15 Proposals to the holders of Target Convertible Securities, in each case where compliance with such timing requirement will not be possible within the 28 day period after the date of the Rule 2.5 announcement; and (ii) requesting consent under Rule 21.1 of the Takeover Rules to permit the issuance of Target Shares and implementation of any associated matters (including the Schemegrant of equity awards) in connection with the matters contemplated by paragraph 4 of Schedule 1 and/or as set out in Clause 3.5(d)(ii) of Part A of the Target Disclosure Letter; (iii) requesting a derogation from the disclosure requirements of Rule 25.3 of the Takeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document. (e) Notwithstanding anything to the contrary in the foregoing provisions of this Section 3.4Clause 3.5, neither WTW Target nor Aon Zoetis shall be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel or (unless the Panel decision is successfully appealed by either WTW ii) such action relates to a matter involving a person who has made a Target Alternative Proposal (or Aonany Affiliate, or person Acting in Concert with such a Person), or (iii) Target has provided to Zoetis a Final Recommendation Change Notice. (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party in connection with any correspondence or discussions with the Panel in connection with the Scheme and/or the Acquisition. (b) Save where prohibited by the Panel, each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestionssuggestions to the extent that such Party, acting reasonably, considers these to be appropriate and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or Aon; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns)Fleetmatics; and (iiiii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (bc) WTW Fleetmatics undertakes, if so reasonably requested by Aon toVerizon, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Verizon and to the Panel in respect of any application made by Aon Verizon to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Verizon’s financing arrangements for the Acquisition (“Verizon Financing Information”) from any documents that Verizon is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Verizon Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Fleetmatics Shareholders or the aggregation holders of changes in information announced the Fleetmatics Options or Fleetmatics Share Awards pursuant to Rule 2.10 of the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the Scheme. (e) Notwithstanding the foregoing provisions of this Section 3.4, neither WTW nor Aon shall be required to take any action pursuant to the foregoing provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW or Aon). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will shall promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (ib) Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties shall where possible give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, Panel in connection with the Acquisition or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, shall keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives give such other Party the opportunity to attend such meetings and provide advance copies of all related written submissions it makes intends to make to the Panel and copies (orafford the other reasonable opportunities to review and make comments and suggestions with respect to the same, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) by either party, to remove references concerning the valuation of the businesses business of WTW or AonINM; (ii) as necessary to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts comply with legal or contractual obligations including with respect to cause such information to be provided in a manner that would not result in such confidentiality concerns)data protection; and (iii) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting Party party shall use its reasonable best efforts endeavours to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (bc) WTW INM undertakes, if so reasonably requested by Aon toMediahuis, to issue as promptly as practicable, provide is reasonably practicable its written consent to Aon Mediahuis and to the Panel in respect of any application made by Aon Mediahuis to the Panel: (i) seeking confirmation that there is no requirement under the Takeover Rules to disclose Mediahuis’s financing arrangements for the Acquisition and related transactions (the “Mediahuis Financing Information”) in the Scheme Document, any supplemental document or other document sent to INM Shareholders, or to the extent required, the INM Optionholders or, alternatively, seeking a waiver of, or derogation from, such requirement; (ii) to redact any commercially sensitive or confidential information specific to the Mediahuis Financing Information from any documents that Mediahuis is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (iii) requesting consent or, as the case may be, a derogation from Rule 16.1 of the Takeover Rules to permit Mediahuis to pay fees to lenders in connection with respect to its financing arrangements and to provide information to lenders and prospective lenders on such terms as the Panel for may permit; and (iv) requesting a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of or the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameOffer Documents. (d) Aon INM and WTW Mediahuis undertake, if so requested by the other Party toParty, to issue as promptly as is reasonably practicable, issue practicable its written consent to the other Party and to the Panel in respect of any application reasonably made by INM or Mediahuis, as applicable, to the Panel requesting any derogation, permission or consent a derogation from the Panel in connection with the implementation disclosure requirements of Rule 25.3 of the SchemeTakeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document. (e) Notwithstanding anything to the contrary in the foregoing provisions of this Section Clause 3.4, neither WTW INM nor Aon Mediahuis shall be required to take any action pursuant to the foregoing such provisions if: (ai) through (d) if such action is prohibited by the Panel Panel; (unless the Panel decision is successfully appealed by either WTW ii) such action relates to a matter involving a person who has made an INM Alternative Proposal (or Aonany Affiliate, or person Acting in Concert with such a person); or (iii) INM has provided to Mediahuis a Final Recommendation Change Notice. (f) Nothing in this Agreement shall in any way limit the Parties’ obligations or rights under the Takeover Rules.

Dealings with the Panel. (a) 3.4.1 Each of the Parties will (i) shall promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. 3.4.2 Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties shall give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, and shall afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestions, and (ii) except suggestions to the extent any that such meetingParty, discussionacting reasonably, correspondence or submission relates considers these to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to be appropriate, and in accordance with Section 9.1, shall keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend such meetings and provide advance copies of all written submissions it makes intends to make to the Panel and afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and accommodate such comments and suggestions to the extent that such Party, acting reasonably, considers these to be appropriate, copies of the submissions made and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto providedthereto, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4.2 may be redacted: (ia) by AB, to remove references concerning the valuation of the businesses of WTW or AonKing; (iib) by AB, in connection to prevent the exchange of confidential information a switch to a Takeover Offer; (c) as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts necessary to cause such information to be provided in a manner that would not result in such confidentiality concerns)comply with contractual obligations; and (iiid) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (b) WTW 3.4.3 King undertakes, if so reasonably requested by Aon toAB, to issue as promptly as practicable, provide practicable its written consent to Aon AB and to the Panel in respect of any application made by Aon AB to the Panel: (a) seeking confirmation that there is no requirement under the Takeover Rules to disclose AB’s financing arrangements for the Acquisition and related transactions (the “AB Financing Information”) in the Scheme Document, any supplemental document or other document sent to King Shareholders, the holders of King Options or King Share Awards or, alternatively, seeking a waiver of or derogation from such requirement; (b) to redact any commercially sensitive or confidential information specific to the AB Financing Information from any documents that AB is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (c) requesting consent or as the case may be a derogation from Rule 16.1 of the Takeover Rules to permit AB to pay fees to lenders in connection with syndication arrangements with respect to its financing arrangements and to provide information to lenders and prospective lenders on such terms as the Panel for may permit; and (d) requesting a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of the Takeover RulesDocument. (c) Aon 3.4.4 AB undertakes, if so requested by WTW toKing, to issue as promptly as practicable, provide practicable its written consent to WTW King and to the Panel in respect of any application made by WTW King to the Panel Panel: (a) requesting a derogation from the timing requirement pursuant to Rule 30.2 of the Takeover Rules in connection with the despatch of the Scheme Document to King Shareholders where compliance with such timing requirement will not be possible within the 28 day period after the date of the Rule 2.5 announcement; (b) requesting consent under Rule 21.1 of the Takeover Rules to permit entering into the issuance of King Shares and effecting implementation of any associated matters (including the retention, bonus and/or benefit arrangements grant of equity awards) in connection with the matters contemplated by sub-paragraphs 8.1 to 8.6 of Schedule 1 and/or as set out in Section 7.1(ii)(c6.1.3(d) of Part A of the WTW King Disclosure Letter and Letter; (c) seeking consent in relation to take such further action reasonably requested by WTW the implementation of the management retention arrangements provided for in the respective AB Executive Service Agreements in connection with the Acquisition pursuant to effectuate and implement Rule 16.2 of the same.Takeover Rules; and (d) Aon requesting a derogation from the disclosure requirements of Rule 25.3 of the Takeover Rules and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written seeking consent to the other Party and aggregation of dealings for the purposes of disclosure in the Scheme Document. 3.4.5 Notwithstanding anything to the Panel contrary in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the Scheme. (e) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW King nor Aon AB shall be required to take any action pursuant to the foregoing such provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW or Aon)Panel. (f) 3.4.6 Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, that any correspondence or other information required to be provided under this Section 3.4 may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or Aon;Aon; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (b) WTW undertakes, if so reasonably requested by Aon to, as promptly as practicable, provide its written consent to Aon and to the Panel in respect of any application made by Aon to the Panel for a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, seeking consent to the aggregation of dealings for purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the Scheme. (e) Notwithstanding the foregoing provisions of this Section 3.4, neither WTW nor Aon shall be required to take any action pursuant to the foregoing provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW or Aon). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing an Allergan Alternative Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Eventthe valid termination of this Agreement pursuant to and in accordance with Article 9, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing an Allergan Alternative Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1Article 9, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonAllergan; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (b) WTW Allergan undertakes, if so reasonably requested by Aon AbbVie to, as promptly as practicable, provide its written consent to Aon AbbVie and to the Panel in respect of any application made by Aon AbbVie to the Panel: (i) to redact any commercially sensitive or confidential information specific to AbbVie’s financing arrangements for the Acquisition (“AbbVie Financing Information”) from any documents that AbbVie is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (ii) for a derogation from the requirement under the Takeover Rules to disclose AbbVie Financing Information in the Scheme Document, any supplemental document or other document sent to Allergan Shareholders or the holders of the Allergan Options or Allergan Share Awards pursuant to the Takeover Rules; (iii) for a derogation from Rule 16.1 and/or 20.1 of the Takeover Rules to permit AbbVie to implement, and to pay fees to lenders in connection with, its Financing and syndication arrangements with respect to its Financing, and to provide information to lenders and prospective lenders on such terms as the Panel may permit; and (iv) for a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, seeking consent to the aggregation of dealings for purposes of disclosure in the Scheme Document and seeking consent to the aggregation on a bi-weekly basis of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (c) Aon AbbVie undertakes, if so requested by WTW Xxxxxxxx to, as promptly as practicable, provide its written consent to WTW Allergan and to the Panel in respect of any application made by WTW Allergan to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c5.1(b)(xii) of the WTW Allergan Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameSchedule. (d) Aon AbbVie and WTW Allergan undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeTakeover Rules. (e) Notwithstanding the foregoing provisions of this Section 3.4, neither WTW Allergan nor Aon AbbVie shall be required to take any action pursuant to the foregoing provisions (a) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Allergan or AonAbbVie). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party in connection with any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (b) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Covidien Alternative Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening EventMedtronic Alternative Proposal, as the case may be, afford the other reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith accommodate such comments and suggestionssuggestions to the extent that such Party, acting reasonably, considers these to be appropriate, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Covidien Alternative Proposal or WTW Intervening Event or a Medtronic Alternative Proposal, as the valid termination of this Agreement pursuant to and in accordance with Section 9.1case may be, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or AonCovidien; (ii) to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its commercially reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (bc) WTW Covidien undertakes, if so reasonably requested by Aon toMedtronic, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Medtronic and to the Panel in respect of any application made by Aon Medtronic to the Panel Panel: (i) to redact any commercially sensitive or confidential information specific to Medtronic’s financing arrangements for the Acquisition (“Medtronic Financing Information”) from any documents that Medtronic is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; and (ii) for a derogation from the disclosure requirements of Rule 24.3 of requirement under the Takeover Rules, seeking consent Rules to the aggregation of dealings for purposes of disclosure disclose Medtronic Financing Information in the Scheme Document and seeking consent Document, any supplemental document or other document sent to Covidien Shareholders or the aggregation holders of changes in information announced the Covidien Options or Covidien Share Awards pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Medtronic undertakes, if so requested by WTW toCovidien, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Covidien and to the Panel in respect of any application made by WTW Covidien to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(cClauses 5.1 and 7.4(d) of 5.1(b)of the WTW Covidien Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the same. (d) Aon and WTW undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeSchedule. (e) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW nor Aon Covidien shall not be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Covidien or Aon)Medtronic) or (ii) Covidien has made a Covidien Change of Recommendation. (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will promptly provide such assistance and information as may reasonably be requested by any other Party in connection with any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (b) Each of the Parties will (i) give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Strongbridge Alternative Proposal, a Xeris Alternative Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Eventthe valid termination of this Agreement pursuant to and in accordance with Clause 9, as the case may be, afford the other Party reasonable opportunities to review and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Strongbridge Alternative Proposal, a Xeris Alternative Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1Clause 9 as the case may be, keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions transactions contemplated by this Agreement unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend and provide copies of all written submissions it makes to the Panel and copies (or, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) to remove references concerning the valuation of the businesses of WTW or Aon; (ii) to prevent the exchange of confidential information as required by applicable Applicable Law (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such confidentiality concerns); and (iiiii) as necessary to address reasonable privilege concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns). (bc) WTW Strongbridge undertakes, if so reasonably requested by Aon toXxxxx, to issue as promptly as practicable, provide reasonably practicable its written consent to Aon Xeris and to the Panel in respect of any application made by Aon Xeris to the Panel for a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, seeking consent to the aggregation of dealings for purposes of disclosure in the Scheme Document and seeking consent to the aggregation on a bi-weekly basis of changes in information announced pursuant to Rule 2.10 of the Takeover Rules. (cd) Aon Xeris undertakes, if so requested by WTW toStrongbridge, to issue as promptly as practicable, provide reasonably practicable its written consent to WTW Strongbridge and to the Panel in respect of any application made by WTW Strongbridge to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(cClauses 5.1 and 7.4(d) of the WTW Strongbridge Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameSchedule. (de) Aon Xeris and WTW Strongbridge undertake, if so requested by the other Party to, as promptly as reasonably practicable, issue its written consent to the other Party and to the Panel in respect of any application reasonably requesting any derogation, permission or consent from the Panel in connection with the implementation of the SchemeTakeover Rules. (ef) Notwithstanding the foregoing provisions of this Section Clause 3.4, neither WTW Xeris nor Aon Strongbridge shall be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW Strongbridge or Aon)Xeris) or (ii) Strongbridge has made a Strongbridge Change of Recommendation or Xeris has made an Xeris Change of Recommendation. (fg) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.

Dealings with the Panel. (a) Each of the Parties will shall promptly provide such assistance and information as may reasonably be requested by the other Party for the purposes of, or in connection with, any correspondence or discussions with the Panel in connection with the Acquisition and/or the Scheme. (ib) Save in each case where not reasonably practicable owing to time restraints imposed by the Panel or where prohibited by the Panel, each of the Parties shall where possible give the other reasonable prior notice of any proposed meeting or material substantive discussion or correspondence between it or its Representatives with the Panel, or any amendment to be proposed to the Scheme in connection therewith, and, except to the extent any such correspondence relates to a WTW Competing Proposal or a WTW Intervening Event or an Aon Competing Proposal or an Aon Intervening Event, afford the other reasonable opportunities to review Panel and make comments and suggestions with respect to the same and consider in good faith such comments and suggestions, and (ii) except to the extent any such meeting, discussion, correspondence or submission relates to a WTW Competing Proposal or WTW Intervening Event or the valid termination of this Agreement pursuant to and in accordance with Section 9.1, shall keep the other reasonably informed of all such meetings, discussions or correspondence that it or its Representative(s) have with the Panel and not participate in any meeting or discussion with the Panel concerning this Agreement or the Transactions unless it consults with the other Party in advance, and, unless prohibited by the Panel, gives such other Party the opportunity to attend such meetings and provide advance copies of all written submissions it makes intends to make to the Panel and copies (orafford the other reasonable opportunities to review and make comments and suggestions with respect to the same, where verbal, a verbal or written summary of the substance) of the Panel responses thereto provided, however, provided always that any correspondence or other information required to be provided under this Section 3.4 Clause 3.4(b) may be redacted: (i) by either party, to remove references concerning the valuation of the businesses business of WTW or AonIFG; (ii) as necessary to prevent the exchange of confidential information as required by applicable Law (provided that the redacting Party shall use its reasonable best efforts comply with legal or contractual obligations including with respect to cause such information to be provided in a manner that would not result in such confidentiality concerns)data protection; and (iii) as necessary to address reasonable privilege or confidentiality concerns (provided that the redacting Party party shall use its reasonable best efforts endeavours to cause such information to be provided in a manner that would not result in such privilege or confidentiality concerns). (bc) WTW IFG undertakes, if so reasonably requested by Aon toBidco, to issue as promptly as practicable, provide is reasonably practicable its written consent to Aon Bidco and to the Panel in respect of any application made by Aon Bidco to the Panel: (i) seeking confirmation that there is no requirement under the Takeover Rules to disclose Bidco’s financing arrangements for the Acquisition and related transactions (the “Epiris Financing Information”) in the Scheme Document, any supplemental document or other document sent to IFG Shareholders, the IFG Optionholders or, alternatively, seeking a waiver of or derogation from such requirement; (ii) to redact any commercially sensitive or confidential information specific to the Epiris Financing Information from any documents that Bidco is required to display pursuant to Rule 26(b)(xi) of the Takeover Rules; (iii) requesting consent or as the case may be a derogation from Rule 16.1 of the Takeover Rules to permit Bidco to pay fees to lenders in connection with respect to its financing arrangements and to provide information to lenders and prospective lenders on such terms as the Panel for may permit; and (iv) requesting a derogation from the disclosure requirements of Rule 24.3 of the Takeover Rules, Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document and seeking consent to the aggregation of changes in information announced pursuant to Rule 2.10 of or the Takeover Rules. (c) Aon undertakes, if so requested by WTW to, as promptly as practicable, provide its written consent to WTW and to the Panel in respect of any application made by WTW to the Panel to permit entering into and effecting the retention, bonus and/or benefit arrangements contemplated by Section 7.1(ii)(c) of the WTW Disclosure Letter and to take such further action reasonably requested by WTW to effectuate and implement the sameOffer Documents. (d) Aon IFG and WTW Bidco undertake, if so requested by the other Party toParty, to issue as promptly as is reasonably practicable, issue practicable its written consent to the other Party and to the Panel in respect of any application reasonably made by IFG or Bidco, as applicable, to the Panel: (i) requesting any derogation, permission or consent under Rule 21.1 of the Takeover Rules to permit the issuance of IFG Shares as may be required pursuant to the terms of the IFG Plans; (ii) requesting a derogation from the Panel in connection with the implementation disclosure requirements of Rule 25.3 of the SchemeTakeover Rules and seeking consent to the aggregation of dealings for the purposes of disclosure in the Scheme Document or the Takeover Offer Document. (e) Notwithstanding anything to the contrary in the foregoing provisions of this Section Clause 3.4, neither WTW IFG nor Aon Bidco shall be required to take any action pursuant to the foregoing such provisions if (ai) through (d) if such action is prohibited by the Panel (unless the Panel decision is successfully appealed by either WTW or Aon). (f) Nothing in this Agreement shall in any way limit the Parties’ obligations under the Takeover Rules.or