Common use of OF THE SCHEME Clause in Contracts

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect 7.1 Where the Acquisition is being implemented by way of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant MMC BidCo undertakes that before the Sanction Hearing, it shall deliver a notice in writing to and in accordance with Section 9.1JLT either: (aA) confirming the satisfaction or waiver of all Conditions (iother than the Scheme Condition); or (B) be responsible for the preparation confirming its intention to invoke one or more of the Scheme Document Conditions (if permitted by the Panel) and providing reasonable details of the ground on which it intends to invoke such Condition(s), which MMC BidCo reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and, in circumstances where MMC BidCo confirms the satisfaction or waiver of all Conditions (other documentation necessary to effect than the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (iiCondition), MMC BidCo agrees that JLT shall be permitted to take the necessary steps to procure that the Sanction Hearing is duly held as promptly soon as reasonably practicable after thereafter. 7.2 If the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) Acquisition is being implemented by way of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance all Conditions (other than the Condition set out in paragraph 2(C) of Part A of Appendix 1 to the Announcement) have been satisfied or waived prior to or on the date of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the PanelSanction Hearing, make a submission for (and use reasonable best efforts MMC BidCo shall instruct counsel to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and appear on its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use behalf at the Court Meeting Sanction Hearing and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (m) prior undertake to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing bound by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or Scheme in so far as it relates to MMC BidCo to the Scheme Document) (with extent that all the exception Conditions have been satisfied or waived prior to or on the date of the Sanction Hearing. 7.3 If MMC BidCo becomes aware of any fact, matter or circumstance that it reasonably considers would allow any of the Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on invoked (applying the Sanction Date (as defined test set out in Rule 13.5 of the Rule 2.5 AnnouncementCode and the Panel would permit it to so invoke), but MMC BidCo (subject to the satisfaction or waiver (where permissible any restriction under the provisions of the Rule 2.5 Announcement and/or the Scheme Documentapplicable law) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demandsshall inform JLT promptly.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Fleetmatics in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon Verizon and its Representatives advisers with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board directors of Directors Fleetmatics or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable after the definitive Proxy Statement is filed with the SEC, or, if the preliminary Proxy Statement is to be reviewed and commented upon by the SEC, after the filing of an amendment to the preliminary Proxy Statement with the SEC to address the comments made by the SEC, Fleetmatics shall cause to be filed with the Panel the Proxy Statement (in definitive or preliminary form, as the case may be); (d) as promptly as reasonably practicable, notify Aon Verizon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme or the Acquisition as the case may be; (e) as promptly as reasonably practicable, notify Verizon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Fleetmatics Equity Award Holder Proposal or and the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay so filed or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may befurnished; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall Fleetmatics shall: (i) as promptly as reasonably practicable provide Aon and its Representatives Verizon with a reasonable an opportunity to review and comment on such document or response; and (ii) as promptly as reasonably practicable discuss with Verizon and include in such document or response and consider in good faith such commentsall comments reasonably proposed by Verizon; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon Verizon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW Fleetmatics for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives Verizon reasonable opportunities to review and comment make comments on all such documents and consider include in good faith such commentsdocuments all comments reasonably proposed by Verizon; (ih) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts so as to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directionsthe Scheme; (ji) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, each acting reasonably) (ia) to WTW Fleetmatics Shareholders on the register of members of WTW Fleetmatics on the applicable record date as agreed with the High Courtdate, as promptly as reasonably practicable following the date on which the Proxy Statement is cleared by the SEC (and in any event within five (5) Business Days after securing approval the date of such clearance by the High Court to despatch such documentsSEC), and (iib) to the holders of the WTW Fleetmatics Options and the WTW or Fleetmatics Share Awards as of on such date, for information only, as promptly as reasonably practicable following the date on which the Proxy Statement is cleared by the SEC (and in any event within five (5) Business Days after securing approval the date of such clearance by the High Court to despatch such documentsSEC), and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, each acting reasonably) as the High Court and/or the Panel may approve or direct from time to timetime in connection with the implementation of the Scheme in accordance with applicable Law as promptly as reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained; (kj) unless the WTW Fleetmatics Board of Directors has effected a WTW Fleetmatics Change of Recommendation pursuant to and in accordance with Section 7.3Clause 5.2, and subject to the obligations of the WTW Fleetmatics Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Scheme Recommendation; (lk) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (l) subject to Clause 3.5(b), applicable Law or any direction of the High Court, not propose an adjournment of the EGM or Court Meeting without the consent of Verizon; (m) keep Verizon reasonably informed in the two weeks prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) Meeting of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon Verizon or its Representatives and, unless the WTW Fleetmatics Board of Directors has effected a WTW Fleetmatics Change of Recommendation pursuant to Recommendation, conduct any proxy solicitation exercise and in accordance with Section 7.3, use reasonable best efforts to solicit proxies undertake any other steps as may be necessary agreed by the Parties, acting reasonably, to pass assist the passing of the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Fleetmatics Change of Recommendation, unless this Agreement has been terminated pursuant to Clause 9, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by between the Parties (such agreements not to be unreasonably withheld, conditioned or delayed)Parties, and in such a manner as shall be approved, if necessary necessary, by the High Court and/or the Panel, Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aonwith Verizon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon Verizon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition Clearance or confirmation reasonably required for the implementation of the Scheme, including the provision to Aon in a timely manner Verizon of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon Verizon may reasonably request; request (pincluding for the purposes of preparing the Proxy Statement) and to do so in a timely manner and assume responsibility only for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Fleetmatics Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (qp) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aonit; (rq) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) applicable (with the exception of Conditions 2(iii2(c) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement2(d)), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Documenti) of such Conditions), take all necessary steps on the part of WTW Fleetmatics to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter and (ii) use its reasonable best efforts so as to ensure that the Court Hearing occurs as promptly as practicable thereafter;; provided, however, that, in the event Verizon would otherwise have the right to terminate this Agreement pursuant to Clause 9.1(a)(ix) and has sought to exercise that right by delivering a notice of termination in accordance with the terms of this Agreement, Fleetmatics shall have the right to seek at the then scheduled Court Hearing a reasonable postponement of the Court Hearing (but in no event to a date later than the third Business Day prior to the End Date) and, if Fleetmatics shall have exercised its right to seek such postponement in accordance with this Clause 3.1(q), (1) Fleetmatics shall not seek to have the High Court take any action at the Court Hearing (including seeking the High Court’s sanction of the Scheme) other than seeking the High Court’s approval of such postponement and (2) no such notice of termination delivered by Verizon shall be effective (x) until the time at which the High Court shall have declined to grant such postponement, or (y) if such postponement has been granted and, taking into account such postponement, the Pre-Sanction Period has not then commenced (it being understood that such termination notice shall in the circumstances described in clause (y) be deemed to have been revoked and rescinded, provided, however, that, nothing shall prevent Verizon from delivering a new notice of termination pursuant to Clause 9.1(a)(ix) during a subsequent Pre-Sanction Period, including with respect to the same underlying cause that gave rise to Verizon’s right to terminate under Clause 9.1(a)(ix) if such condition remains in existence when such new notice of termination is delivered); provided, further, however, that, (A) for the avoidance of doubt, in no circumstance shall a notice from Verizon invoking the termination of this Agreement pursuant to Clause 9.1(a)(ix) delivered during the Pre-Sanction Period be considered to be untimely delivered as a result of the delayed effectiveness provisions set forth in this Clause 3.1(q) and (B) if Fleetmatics shall not have irrevocably committed to Fleetmatics in writing (which commitment may be delivered by email), by no later than one hour prior to the scheduled commencement of the Court Hearing, that it will exercise its right to seek such postponement in accordance with this Clause 3.1(q) at the Court Hearing, such notice of termination shall become effective immediately prior to the commencement of the Court Hearing; and (sr) give such undertakings as are required by the High Court in connection with the Scheme and as are reasonably necessary or desirable to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Yew Grove in Respect respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and and, subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), to convene the WTW EGM Scheme Meeting and Court Meetingthe EGM, provided that Yew Grove shall: (iii) provide Aon Bidco with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document drafts of such documents; (ii) discuss with Bidco and, where reasonable, accommodate in such documents all comments or amendments reasonably and such other documents and shall consider such comments in good faith and promptly proposed by Bidco; and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed not file such documents with the Panel (prior to following the procedure set out in accordance with Rule 41.1(bclauses 3.1(a)(i) of the Takeover Rulesand 3.1(a)(ii); (b) for the purpose of implementing the SchemeScheme (and without prejudice to the ability of any Party to appoint any legal adviser for any other purpose), instruct a barrister (of senior counsel standing) the Scheme Counsel and provide Aon Bidco and its Representatives advisers with the opportunity to attend any meetings with such barrister the Scheme Counsel to discuss substantive matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent that the barrister Scheme Counsel is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW members of the Yew Grove Board of Directors or their responsibilities under the Irish Takeover RulesRules or the interpretation of this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement); (c) subject to clause 3.1(a), as promptly as practicable after the date of this Agreement and, subject to compliance by Bidco with its obligations under this Agreement with respect to the preparation of the Scheme Document, in any event no later than 24 November 2021, prepare and, save as otherwise agreed with Bidco in writing, cause the Scheme Document to be filed with the Panel; (d) notify Bidco as promptly as is reasonably practicable, notify Aon practicable in writing upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, Document and the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents; (d) for use its reasonable best efforts to respond to and resolve all Panel comments with respect to at the Scheme Document as promptly as practicable after receipt thereofMeeting and EGM; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of despatching any amendment or supplement to the Scheme Document (whether requested by the PanelPanel or otherwise), or responding in writing to any comments of the Panel with respect thereto, WTW shall Yew Grove shall: (i) as promptly as is reasonably practicable, provide Aon and its Representatives Bidco with a reasonable opportunity to review and comment on such documents or response; (ii) as promptly as is reasonably practicable, discuss with Bidco and, where reasonable, accommodate in such document or response all comments reasonably and consider promptly proposed by Bidco; and (iii) not despatch or file such documents with the Panel prior to following the procedure set out in good faith such commentsclauses 3.1(e)(i) and 3.1(e)(ii); (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (hf) provide Aon Bidco with drafts of any and all pleadings, affidavits, applications, petitions and other filings prepared by WTW Yew Grove or its Representatives for submission to the High Court in connection with the Scheme prior to their filing or submission, and prior to such filing, and afford Aon and its Representatives Bidco reasonable opportunities to review and comment make comments on all such documents, and include in such documents and consider in good faith such commentsall reasonable comments or amendments proposed by Bidco which Yew Grove, acting reasonably, considers to be appropriate; (ig) subject to the release of the 2.5 Announcement pursuant to clause 2.1(c), as promptly as is reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release despatch of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the SchemeScheme or required to implement the Scheme and, including issuing in particular, Yew Grove will promptly after the date of the Rule 2.5 Announcement issue appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings Scheme Meetings to be held and to order under Section 450(3) of the Act that the Court Scheme Meeting be convened as promptly as is reasonably practicable following the publication of the Rule 2.5 Announcement, Announcement and use all reasonable endeavours so as to ensure (insofar as possible and to use its reasonable best efforts to ensure the extent required) that the hearing of any such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document by the Scheme Document Posting Date and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directionsto facilitate the convening of the Scheme Meeting; (jh) as promptly as is reasonably practicable following the approval of the High Court to despatch the Scheme Document having been obtained, procure the publication of the requisite any necessary advertisements and the despatch of the Scheme Document (in a form acceptable to the PanelPanel and, to the extent required, the High Court) and the related forms of proxy for the use at the Court Scheme Meeting and the WTW EGM (the form forms of which shall will be agreed between the Parties, acting reasonably) (i) to WTW Yew Grove Shareholders on the register of members of WTW Yew Grove (and, for information purposes only, the Yew Grove Optionholders) on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall will be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to timetime in connection with the implementation of the Scheme in accordance with applicable Law as promptly as is reasonably practicable after the approval or (as the case may be) direction of the High Court and/or the Panel to publish or post such documents being obtained; (ki) unless the WTW Yew Grove Board of Directors has effected a WTW Yew Grove Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rulesclause 5.2, procure that the Scheme Document (or if Slate or Bidco effects the Acquisition as a Takeover Offer, the Takeover Offer Document) will include the WTW Board Scheme Recommendation; (lj) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Scheme Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (mk) keep Bidco and its Representatives reasonably informed, and as reasonably requested by Bidco, from the date falling 14 days prior to the Court MeetingScheme Meeting and the EGM, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives Resolutions and, unless the WTW Yew Grove Board of Directors has effected a WTW Yew Grove Change of Recommendation pursuant to and clause 5.2 and, subject to compliance with applicable requirements of the Irish Takeover Rules, take reasonable steps to assist at Bidco's expense, in accordance with Section 7.3, use reasonable best efforts any proxy solicitation or related exercise as Bidco may reasonably request to solicit proxies as may be necessary to pass assist in the Resolutions at passing of the Court Meeting and/or the WTW EGMResolutions; (nl) keep Bidco reasonably informed and, as reasonably requested by Bidco, consult with Bidco, as to the performance of the obligations and responsibilities required of Yew Grove pursuant to this Agreement and/or the Scheme and as to any material developments (other than as to any Yew Grove Alternative Proposal, the timing and scope of provision of information about which are governed by clause 5.2) relevant to the proper implementation of the Scheme, including satisfaction of the Conditions; (m) notwithstanding any WTW Yew Grove Change of Recommendation, unless this Agreement has been terminated in accordance with clause 10, hold the Court Scheme Meeting and the WTW EGM and put the Scheme Meeting Resolutions and EGM Resolutions to a vote of Yew Grove Shareholders, on the date set out in the Scheme Document, or such later date as may be agreed in writing by between all of the Parties (such agreements not or to which the meetings may be unreasonably withheld, conditioned or delayedadjourned in accordance with Clause 3.5(b), and in such a manner as shall will be approved, if necessary necessary, by the High Court and/or the Panel, Panel and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayedbetween all of the Parties; (on) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation co-operation and assistance as may reasonably be requested of it by Aon Bidco in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation confirmations reasonably required for the implementation of the Scheme, including the provision to Aon in a timely manner Bidco of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees employees, as Aon Bidco may reasonably request; request (pand will do so in a reasonably timely manner) and assume responsibility only for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Yew Grove Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf announcement issued with the consent of AonYew Grove; (qo) review to the extent permitted by, and provide comments (if any) in a subject to compliance with, applicable Law, afford all such cooperation and assistance as may reasonably timely manner on all documentation submitted to be requested of it by AonBidco in connection with the financing (including, without limitation, the refinancing or syndication of any existing financing arrangements related to the Acquisition) by Slate and/or Bidco of the Consideration. Notwithstanding the foregoing (A) such requested cooperation shall not require Yew Grove to provide any non-public or forward looking information for inclusion in any investor presentations, marketing materials or other documents; (B) such requested cooperation shall not unreasonably interfere with the ongoing operations of Yew Grove and its Subsidiaries; (C) Yew Grove and its Subsidiaries shall not be required to guarantee or pledge any collateral relating to the financing of the Acquisition in violation of any laws pertaining to financial assistance, including pursuant to Section 82 of the Act; (D) neither Yew Grove nor any of its Subsidiaries nor any of their respective directors, officers or employees (the "Relevant Persons") shall have any responsibility or liability for any act or omission under this Clause 3.1(o) including (without limitation) any information provided to Slate or Bidco or their respective Representatives or finance providers or other investors prior to the Effective Time (it being understood that no Relevant Person shall be subject to any personal liability under this Clause 3.1(o)); (rp) following the Court Scheme Meeting and WTW EGM, assuming provided that the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Scheme Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, or waived (where permissible under pursuant to the terms provisions of the Rule 2.5 Announcement and/or the Scheme Document) (), with the exception of Conditions 2(iii) 2.3 and 2(iv) 2.4 and any other Conditions that are by their nature are required to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under pursuant to the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW Yew Grove to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter;; and (sq) give such undertakings as are required by the High Court in connection with for the proper implementation of the Scheme and otherwise take all such reasonable steps, insofar as lies within its power, as are reasonably necessary or desirable in order to implement the Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect of the Scheme. WTW shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules);Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules);Rules); (c) as promptly as reasonably practicable, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives and the Panel relating to such documents;documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect to the Scheme Document as promptly as practicable after receipt thereof;thereof; (e) as promptly as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document with the Panel, as applicable, or implementation of the Scheme as the case may be;be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments;comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments;comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments;comments; (i) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement, and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions;directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Shareholders on the register of members of WTW on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time;time; (k) unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, and subject to the obligations of the WTW Board of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation;Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions;Resolutions; (m) prior to the Court Meeting, keep Aon reasonably informed on a reasonably current basis (in each case to the extent WTW reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon or its Representatives and, unless the WTW Board of Directors has effected a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM;EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed;delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request;request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon;Aon; (q) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Aon;Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter;thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary to implement the Scheme; Scheme; and (t) keep Aon reasonably informed as to the performance of the obligations and responsibilities required of WTW pursuant to the Scheme, including by providing Aon with copies of any and all claims, pleadings, affidavits, petitions or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant to the Scheme and cooperate fully in denying any and all such requests or demands.

OF THE SCHEME. Section 3.1 Responsibilities of WTW in Respect 7.1 Chaucer agrees to coordinate the implementation of the Scheme. WTW shallScheme with Hanover in accordance with the Timetable, unless this Agreement has been validly terminated pursuant and in particular agrees that it shall not, without the prior written approval of Hanover (such consent not to be unreasonably withheld or delayed): 7.1.1 apply to the Court for leave to convene the Court Meeting; 7.1.2 publish and/or despatch the Scheme Circular to the Chaucer Shareholders; 7.1.3 seek to convene or adjourn the Court Meeting or the Chaucer General Meeting; or 7.1.4 seek to amend the Scheme or the Chaucer General Meeting Resolutions after despatch of the Scheme Circular to Chaucer Shareholders, in each case, save where required to do so by applicable law, the Panel or the FSA, and then with such prior notice to Hanover as is reasonably practicable. 7.2 Subject to the Chaucer Directors not having withdrawn or adversely qualified or amended their recommendation in accordance with Clause 6.2, Chaucer undertakes to each of the Hanover Parties that it will take, or cause to be taken, all such steps as are necessary, or reasonably required by Hanover or Bidco, in order to implement the Scheme in accordance with the Timetable set out in Schedule 2, and in accordance with Section 9.1and subject to the terms and conditions of the Press Announcement and, in particular, but without limitation, Chaucer shall: (a) (i) be responsible 7.2.1 instruct Xxxx Xxxx of Xxxxxxx Xxxxxxxx for the preparation purposes of the Scheme Document and all other documentation necessary to effect (including the Scheme and to convene the WTW EGM and Court Meeting, (iiHearing) provide Aon with drafts of the Scheme Document and afford Aon and its Representatives reasonable opportunity to review and comment on the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to provide the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Scheme Document to be filed with the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon and its Representatives Hanover Parties with the opportunity to attend any meetings conferences with such barrister the same to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board of Directors or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicableit, notify Aon upon the receipt of any comments from the Panel on, or any request from the Panel for amendments or supplements to, the Scheme Document, the WTW Equity Award Holder Proposal or the related forms of proxy and provide Aon with copies of all material written correspondence between WTW and its Representatives provided that Chaucer and the Panel relating Hanover Parties respectively shall remain entitled to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel comments with respect seek additional advice in relation to the Scheme Document as promptly as practicable after receipt thereofand connected issues with separate counsel without providing such opportunity to the other; (e) 7.2.2 as promptly soon as reasonably practicable, notify Aon of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing practicable following the release of the Scheme Document Press Announcement in accordance with Clause 2.1 and the Timetable, apply to the Court for leave to convene the Court Meeting and file such documents and take such other steps as the Court may direct or require or may otherwise be necessary in connection with such application; 7.2.3 subject to: (a) the appropriate documents being lodged and settled with the PanelCourt; and (b) the Court making the order necessary for the purpose of convening the Court Meeting, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Scheme Document requested by the Panel, or responding in writing to any comments of the Panel with respect thereto, WTW shall provide Aon and its Representatives with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) to the extent that clearance of the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly soon as reasonably practicable after having provided Aon and its Representatives with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (h) provide Aon with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (i) as promptly as reasonably practicable (taking into account any requirements date of the Panel with respect to the Scheme Document, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Press Announcement, and to use its reasonable best efforts to ensure that in accordance with the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of Timetable, publish and (where applicable) post the Scheme Document Circular and seek such directions Forms of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (j) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable Proxy to the Panel) and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Chaucer Shareholders on the register of members of WTW Chaucer on the a record date as to be agreed with the High Court (and any others entitled to receive such documents) in accordance with the orders of the Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documentsand thereafter, and (ii) to the holders of the WTW Options and the WTW Share Awards as of such datein a timely manner, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or or the Panel Panel, or any Regulatory Authority of competent jurisdiction, may approve or direct require from time to timetime in connection with the due and proper implementation of the Scheme and the Acquisition; 7.2.4 once the Scheme Circular has been published and (kwhere applicable) unless posted to the WTW Board Chaucer Shareholders, not make any amendment or addition to, or otherwise vary, the terms of Directors has effected the Scheme Circular, the Scheme or the Acquisition without the prior approval of the Hanover Parties except as required by applicable law, the Panel, the FSA or the Chaucer Directors’ fiduciary duties (after any rights Hanover may have elected to exercise to appeal a WTW Change of Recommendation pursuant Panel Executive ruling to and the full Panel have been exhausted). 7.2.5 subject to Clause 7.2.7, convene the Court Meeting in accordance with Section 7.3, and subject to the obligations relevant orders of the WTW Board Court for the purpose of Directors under the Takeover Rules, procure that the Scheme Document include the WTW Board Recommendation; (l) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider considering and, if thought fit, approve approving the WTW EGM ResolutionsScheme and, unless the Chaucer Directors unanimously determine, having sought, obtained and considered Counsel’s opinion and independent financial advice, that material new information which has become available or material new circumstances which have arisen need to be brought to the attention of the Chaucer Shareholders in order for them to make an informed decision at the relevant meeting (in which case they shall be entitled (with the consent of Hanover, not to be unreasonably withheld or delayed) to adjourn the relevant meeting provided that such adjournment is for the shortest time reasonably necessary), hold the Court Meeting at the time and on the data for which it is convened (or adjourned as the case may be) and propose at the Court Meeting the Scheme Resolution and the Scheme in the form and manner directed by the Court; 7.2.6 subject to Clause 7.2.7, convene the Chaucer General Meeting for the purpose of considering and, if thought fit, approving the Chaucer General Meeting Resolutions and, unless the Chaucer Directors unanimously determine, having sought, obtained and considered Counsel’s opinion and independent financial advice, that material new information which has become available or material new circumstances which have arisen need to be brought to the attention of the Chaucer Shareholders in order for them to make an informed decision at the relevant meeting (min which case they shall be entitled (with the consent of Hanover, not to be unreasonably withheld or delayed) prior to adjourn the relevant meeting provided that such adjournment is for the shortest time reasonably necessary), hold the Chaucer General Meeting at the time and on the date for which it is convened (or adjourned, as the case may be) and propose the Chaucer General Meeting Resolutions in the terms set out in the notice of Chaucer General Meeting included in the Scheme Circular together with any amendment approved by the Hanover Parties; 7.2.7 at the request of either Hanover Party or, at the election of any Party (with the consent of Hanover, not to be unreasonably withheld or delayed), if Counsel advises for any reason that there is a serious risk of procedural or other objections to the Scheme or the Scheme process, take all reasonable actions to seek an adjournment of (and, where applicable, re-convene) either or both of the Court Meeting and the Chaucer General Meeting to or for such time and date as either Hanover Party may reasonably require, provided that the adjournment is for the shortest time reasonably necessary and seeking such adjournment (or reconvention) is consistent with the primary objective of this Agreement of implementing the Acquisition, and thereafter the obligations set out in Clauses 7.2.5 and 7.2.6 shall apply to the Court Meeting and/or the Chaucer General Meeting as adjourned; 7.2.8 between the date of posting the Scheme Circular and the date of the Court Meeting and the Chaucer General Meeting, keep Aon reasonably informed procure that the Hanover Parties are informed, on a reasonably current regular basis (in each case to and as soon as reasonably practicable following a written request from either of the extent WTW reasonably has access to such informationHanover Parties) of the number of proxy votes received to date in respect of the resolutions to be proposed at such meetings and the identity of relevant Chaucer Shareholders; 7.2.9 give such undertakings as may be reasonably required by the Court Meeting and/or in connection with the WTW EGMScheme; 7.2.10 as soon as reasonably practicable following, and subject to, the Scheme Resolution and the Chaucer General Meeting Resolutions being passed by the requisite majorities, apply to the Court for leave to advertise the Reduction, procure the advertisement in any event provide a national broadsheet newspaper of the Scheme Hearing Date at least seven clear days in advance of such number promptly upon date, and file such documents and take such other steps as the request Court may direct or require or may otherwise be necessary in connection with such application; 7.2.11 as soon as reasonably practicable following, and subject to, receipt from Bidco of Aon written confirmation of the satisfaction or its Representatives andwaiver of all Conditions (other than Condition 1.2(c)), unless instruct counsel to attend and seek the WTW Board Court Order at the Scheme Hearing; 7.2.12 on the Business Day immediately following the Scheme Hearing Date, provided the Court Order is granted, at 8:00 am on such day or as soon as reasonably practicable thereafter, cause a copy of Directors has effected a WTW Change the Court Order together with the Statement of Recommendation Capital to be filed with the Registrar accordingly, so that the Effective Date shall be the Business Day immediately following the Scheme Hearing Date; 7.2.13 save pursuant to Clause 7.3, not allot or issue any Chaucer Shares between the Scheme Record Date and the time at which the Scheme becomes Effective; 7.2.14 subject to the Chaucer Board not having withdrawn or adversely qualified or amended its recommendation in accordance with Section 7.3Clause 6.2, use reasonable best efforts to solicit proxies do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as Hanover may be from time to time reasonably require for the purpose of giving effect to the Scheme or the Acquisition; and 7.2.15 following filing of a copy of the Court Order in accordance with Clause 7.2.12, apply to the London Stock Exchange for its shares to cease trading and to the UKLA to remove its shares from the Official List, in each case with effect from 8:00 am on the day following the Effective Date or such other time as Hanover may direct. 7.3 Subject to the satisfaction of the Conditions, upon request by Hanover prior to the Effective Date, Chaucer will promptly allot and issue to Bidco or as directed by Hanover a single new Ordinary Share at a subscription price equal to the consideration per ordinary share payable under the terms of the Scheme (or such other price as the Parties shall agree). 7.4 Bidco shall (subject to compliance by Chaucer with the requirements of this Agreement and satisfaction or waiver of the Conditions) take all such steps as are necessary to pass implement the Resolutions at the Court Meeting and/or the WTW EGM; (n) notwithstanding any WTW Change of Recommendation, hold the Court Meeting and the WTW EGM Acquisition on the date terms (but subject to the Conditions) set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed)Press Announcement, and in such a manner as particular Hanover shall be approvedprocure that Bidco shall: (i) through Counsel, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed consent to in writing by Aon, such agreement not to be unreasonably withheld, conditioned or delayed; (o) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition or confirmation required for the implementation of the Scheme, including the provision and undertake to Aon in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon may reasonably request; (p) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document or any other document sent to WTW Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (q) review and provide comments (if any) in a reasonably timely manner on do all documentation submitted to it by Aon; (r) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement), but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (s) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably things necessary to implement the Scheme; andand (ii) pay such consideration as is required to be paid as soon as practicable and in any event not later than 14 days after the Effective Date. Hanover shall procure the prompt compliance by Bidco with its obligations in respect thereof. 7.5 Bidco undertakes that, immediately before the Scheme Hearing, it shall deliver (ton its behalf and on behalf of Hanover) keep Aon a notice in writing to Chaucer either: (i) confirming the satisfaction or waiver of all Conditions (other than Condition 1.2(c)); or (ii) confirming its intention to invoke a Condition and providing reasonable details of the event which has occurred, or circumstance which has arisen, which is sufficiently material for the Panel to permit Bidco to withdraw from the Acquisition. 7.6 The Hanover Parties reserve the right, included in the Press Announcement, to elect by written notice to Chaucer to implement the Acquisition by means of the Offer subject to obtaining the consent of the Panel. If the Hanover Parties validly exercise this right (the “Right to Switch”) in accordance with this Clause 7.6 and the Panel consents to such exercise, then: 7.6.1 Subject to any requirements of the Panel, Chaucer undertakes that it shall withdraw the Scheme in accordance with such instructions as given by Hanover and in such timescale as reasonably informed as notified by Hanover; 7.6.2 the conditions set out in Appendix l to the performance Press Announcement shall be incorporated into the announcement of such Offer and into the obligations and responsibilities Offer Document, subject to certain modifications as may be required of WTW pursuant to the Code and/or the Panel; and 7.6.3 the Parties’ obligations under this Agreement shall be deemed to apply insofar as is reasonably practicable and in a manner which is commensurate with the Acquisition being implemented by means of the Offer in place of the Scheme, including by providing Aon . 7.7 Nothing in this Agreement shall restrict or limit Chaucer or any Chaucer Director from complying with copies of any and all claims, pleadings, affidavits, petitions duties or other documents received by WTW from or on behalf of a WTW Shareholder claiming consideration in addition to or in lieu of Aon Shares to be issued pursuant obligations to the Scheme and cooperate fully in denying any and all such requests Court or demandsunder the Code or directions, rulings or orders of, or authority given to the Company or Chaucer Directors by, the Court or the Panel.

OF THE SCHEME. Section 3.1 Responsibilities of WTW Allergan in Respect of the Scheme. WTW Allergan shall, unless this Agreement has been validly terminated pursuant to and in accordance with Section 9.1: (a) (i) be responsible for the preparation of a proxy statement to be sent to the Allergan Shareholders in connection with the matters to be submitted at the Court Meeting and the EGM (such proxy statement, as amended or supplemented, the “Proxy Statement”) and the Scheme Document and all other documentation necessary to effect the Scheme and to convene the WTW EGM and Court Meeting, (ii) provide Aon AbbVie with drafts of the Proxy Statement and the Scheme Document and afford Aon and its Representatives AbbVie reasonable opportunity to review and comment on the Proxy Statement and the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), as promptly as reasonably practicable after the date hereof, cause the Proxy Statement and the Scheme Document to be filed with the SEC and the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide Aon AbbVie and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme, Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on a WTW Competing Proposal or a WTW Intervening Event or on matters relating to the fiduciary duties of the WTW Board directors of Directors Allergan or their responsibilities under the Takeover Rules); (c) as promptly as reasonably practicable, notify Aon AbbVie upon the receipt of any comments from the Panel or the SEC on, or any request from the Panel or the SEC for amendments or supplements to, the Proxy Statement, the Scheme Document, the WTW Allergan Equity Award Holder Proposal or and the related forms of proxy and provide Aon AbbVie with copies of all material written correspondence between WTW it and its Representatives and the Panel and/or the SEC relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel and SEC comments with respect to the Proxy Statement and the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify Aon AbbVie of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Proxy Statement or the Scheme Document requested by the PanelPanel or the SEC, or responding in writing to any comments of the Panel or the SEC with respect thereto, WTW Allergan shall provide Aon and its Representatives AbbVie with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) cause the Proxy Statement to be mailed as promptly as reasonably practicable after the date on which the SEC confirms that it will not review the Proxy Statement or that it has no further comments on the Proxy Statement; (h) to the extent that clearance of the Proxy Statement or the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Aon and its Representatives AbbVie with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (hi) provide Aon AbbVie with drafts of any and all pleadings, affidavits, petitions and other filings prepared by WTW Allergan for submission to the High Court in connection with the Scheme prior to their filing, and afford Aon and its Representatives AbbVie reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (ij) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme DocumentDocument and the SEC review (if any) with respect to the Proxy Statement, that must be satisfied prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme, Scheme (including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 AnnouncementAnnouncement and the SEC review (if any) of the Proxy Statement by the SEC), and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (jk) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel) ), Proxy Statement and the related forms of proxy for the use at the Court Meeting and the WTW EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to WTW Allergan Shareholders on the register of members of WTW Allergan on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the WTW Allergan Options and the WTW Allergan Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (kl) unless the WTW Allergan Board of Directors has effected a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, and subject to the obligations of the WTW Allergan Board of Directors under the Takeover Rules, procure that the Proxy Statement and the Scheme Document include the WTW Board Scheme Recommendation; (lm) include in the Scheme Document a notice convening the WTW EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the WTW EGM Resolutions; (mn) prior to the Court Meeting, keep Aon AbbVie reasonably informed on a reasonably current basis (in each case to the extent WTW Allergan reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the WTW EGM, and in any event provide such number promptly upon the request of Aon AbbVie or its Representatives and, unless the WTW Allergan Board of Directors has effected a WTW an Allergan Change of Recommendation pursuant to and in accordance with Section 7.35.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the WTW EGM; (no) notwithstanding any WTW Allergan Change of Recommendation, unless this Agreement has been validly terminated pursuant to and in accordance with Article 9, hold the Court Meeting and the WTW EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by AonAbbVie, such agreement not to be unreasonably withheld, conditioned or delayed; (op) subject to the terms of this Agreement, use reasonable best efforts to afford all such cooperation and assistance as may reasonably be requested of it by Aon AbbVie in respect of the preparation and verification of any document or in connection with any all consents, clearances, approvals, permissions, license, variance, exemption, authorization, acknowledgement, permits, nonactions, orders and waivers to be obtained from, and all registrations, applications, notices and filings to be made with or provided to, any Governmental Entity or other third party in connection with the implementation of the Scheme and/or the Acquisition Clearance or confirmation required for the implementation of the Scheme, including the provision to Aon AbbVie in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Aon AbbVie may reasonably request; (pq) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document Document, the Proxy Statement or any other document sent to WTW Allergan Shareholders or filed with the High Court or in any announcement, in each case unless provided for inclusion by or on behalf of Aon; (qr) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by AonAbbVie; (rs) following the Court Meeting and WTW EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date (as defined in the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of WTW Allergan to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (st) give such undertakings as are required by the High Court in connection with the Scheme as are reasonably necessary or desirable to implement the Scheme; and (tu) keep Aon AbbVie reasonably informed as to the performance of the obligations and responsibilities required of WTW Allergan pursuant to the Scheme. Section 3.2 Responsibilities of AbbVie and Acquirer Sub in Respect of the Scheme. AbbVie and Acquirer Sub shall: (a) either (i) instruct counsel to appear on its behalf at the Court Hearing and undertake to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to AbbVie or Acquirer Sub, or (ii) provide a written undertaking to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to AbbVie or Acquirer Sub; (b) if, and to the extent that, it or any of its Concert Parties owns or is interested in Allergan Shares, exercise all of its rights and, insofar as lies within its powers, procure that each of its Concert Parties shall exercise all of their respective rights, in respect of such Allergan Shares so as to implement, and otherwise support the implementation of, the Scheme, including by providing Aon with copies voting (and, in respect of any and all claims, pleadings, affidavits, petitions interests in Allergan held via contracts for difference or other documents received by WTW from or on behalf derivative instruments, insofar as lies within its powers, procuring that instructions are given to the holder of a WTW Shareholder claiming consideration in addition to or in lieu of Aon the underlying Allergan Shares to be issued vote) in favor of the Resolutions or, if required by Law, the High Court or the Takeover Rules, refraining from voting, at any Court Meeting and/or EGM as the case may be; (c) keep Allergan reasonably informed as to the performance of the obligations and responsibilities required of AbbVie and Acquirer Sub pursuant to the Scheme Scheme; (d) subject to the terms of this Agreement (including Section 7.2 hereof) and cooperate fully in denying any and the Scheme, afford all such requests cooperation and assistance as may reasonably be requested of it by Allergan in respect of the preparation and verification of any document or demandsin connection with any Clearance or confirmation required for the implementation of the Scheme, including the provision to Allergan in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Allergan may reasonably request (including for the purposes of preparing the Scheme Document); (e) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document, the Proxy Statement or any other document sent to Allergan Shareholders or filed with the High Court or in any announcement; (f) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Allergan; (g) to the extent that clearance of the Proxy Statement or the Scheme Document by the Panel might require that waivers and/or derogations in respect of the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided Allergan with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; and (h) as promptly as reasonably practicable, notify Allergan of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, as applicable, or implementation of the Scheme, as the case may be.