Common use of Payment Events Clause in Contracts

Payment Events. (a) The “Aon Payment Events” are where the Parties have issued the Rule 2.5 Announcement and: (i) the Transaction Agreement is terminated (in accordance with Section 9.1 of the Transaction Agreement): (1) by Aon, prior to receipt of the WTW Shareholder Approval, if the WTW Board shall have effected a WTW Change of Recommendation under Section 7.3 of the Transaction Agreement; or (ii) all of the following occur: (1) the Transaction Agreement is terminated (x) by Aon if WTW breached or failed to perform any of its covenants or other agreements contained in the Transaction Agreement, which breach or failure to perform (1) would have resulted in a failure of Conditions 4 (i) or (ii) and (2) was not reasonably capable of being cured by the Outside Date or, if curable, was not cured by the earlier of (A) the Outside Date and (B) 45 days following written notice by Aon Ireland or Aon UK thereof (such termination, a “Aon Breach Termination”) or (y) by Aon Ireland or Aon UK or WTW, if the Court Meeting or the WTW EGM was completed and the Court Meeting Resolution or the Required WTW EGM Resolutions, as applicable, were not approved by the requisite majorities; and (2) prior to the Court Meeting, a WTW Competing Proposal was publicly disclosed or publicly announced (or, in the case of an Aon Breach Termination, was made publicly or privately to the WTW Board), or any person shall have publicly announced an intention (whether or not conditional) to make a WTW Competing Proposal (it being understood that, for purposes of this Section 3.2(a)(ii)(2) and Section 3.2(a)(ii)(3) below, references to “twenty percent (20%)” in the definition of WTW Competing Proposal shall be deemed to refer to “fifty percent (50)%”); and (3) (x) a WTW Competing Proposal is consummated within twelve months after such termination, or (y) a definitive agreement providing for a WTW Competing Proposal is entered into within twelve months after such termination and is subsequently consummated, in the case of each of clauses (x) and (y), regardless of whether such WTW Competing Proposal is the same WTW Competing Proposal referred to in Section 3.2(a)(ii)(2).

Payment Events. (a) The “Aon AbbVie Payment Events” are where the Parties have issued the Rule 2.5 Announcement and: (ia) the Transaction Agreement is terminated (in accordance with Section 9.1 9.1(a) of the Transaction Agreement): (1i) by Aon, AbbVie at any time prior to the receipt of the WTW Allergan Shareholder Approval, if the WTW Board shall have effected a WTW due to an “Allergan Change of Recommendation Recommendation” (under Section 7.3 5.3 of the Transaction Agreement) having occurred; or (ii) by Allergan, at any time prior to obtaining the Allergan Shareholder Approval, in response to an Allergan Superior Proposal in compliance with Section 5.3 of the Transaction Agreement and, substantially concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Allergan Superior Proposal is duly executed and delivered by Allergan and all other parties thereto; or (b) all of the following occur: (1i) the Transaction Agreement is terminated (x) by Aon AbbVie if WTW Allergan breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement, which breach or failure to perform (1) would have resulted in a failure of Conditions 4 (i) or (iiCondition 4(iii) and (2) was not reasonably capable of being cured by the Outside End Date or, if curable, was is not cured by the earlier of (A) the Outside End Date and (B) 45 30 days following written notice by Aon Ireland or Aon UK AbbVie thereof (such termination, a “Aon Breach Termination”) or or (y) by Aon Ireland AbbVie or Aon UK or WTWAllergan, if the Court Meeting or the WTW EGM was completed and the Court Meeting Resolution or the Required WTW EGM Resolutions, as applicable, were not approved by the requisite majorities; and (2ii) prior to the Court Meeting, a WTW Competing an Allergan Alternative Proposal was publicly disclosed or publicly announced (or, in the case of an Aon a Breach Termination, was made publicly or privately to the WTW Allergan Board), or any person shall have publicly announced an intention (whether or not conditional) to make a WTW Competing an Allergan Alternative Proposal (it being understood that, for purposes of this Section 3.2(a)(ii)(23.2(b)(ii) and Section 3.2(a)(ii)(33.2(b)(iii) below, references to “twenty percent (20%)” in the definition of WTW Competing Allergan Alternative Proposal shall be deemed to refer to “fifty percent (50)%”); and (3iii) (x) a WTW Competing an Allergan Alternative Proposal is consummated within twelve months after such termination, or (y) a definitive agreement providing for a WTW Competing an Allergan Alternative Proposal is entered into within twelve months after such termination and is subsequently consummated, in the case of each of clauses (x) and (y), regardless of whether such WTW Competing Allergan Alternative Proposal is the same WTW Competing Allergan Alternative Proposal referred to in Section 3.2(a)(ii)(23.2(b)(ii).

Payment Events. (a) The “Aon Payment Events” are where the Parties have issued the Rule 2.5 Announcement and: (i) the Transaction Agreement is terminated (in accordance with Section 9.1 of the Transaction Agreement): (1) by Aon, prior to receipt of the WTW Shareholder Approval, if the WTW Board shall have effected a WTW Change of Recommendation under Section 7.3 of the Transaction Agreement; Agreement; or (ii) all of the following occur: (1) the Transaction Agreement is terminated (x) by Aon if WTW breached or failed to perform any of its covenants or other agreements contained in the Transaction Agreement, which breach or failure to perform (1) would have resulted in a failure of Conditions 4 (i) or (ii) and (2) was not reasonably capable of being cured by the Outside Date or, if curable, was not cured by the earlier of (A) the Outside Date and (B) 45 days following written notice by Aon Ireland or Aon UK thereof (such termination, a “Aon Breach Termination”) or (y) by Aon Ireland or Aon UK or WTW, if the Court Meeting or the WTW EGM was completed and the Court Meeting Resolution or the Required WTW EGM Resolutions, as applicable, were not approved by the requisite majorities; majorities; and (2) prior to the Court Meeting, a WTW Competing Proposal was publicly disclosed or publicly announced (or, in the case of an Aon Breach Termination, was made publicly or privately to the WTW Board), or any person shall have publicly announced an intention (whether or not conditional) to make a WTW Competing Proposal (it being understood that, for purposes of this Section 3.2(a)(ii)(2) and Section 3.2(a)(ii)(3) below, references to “twenty percent (20%)” in the definition of WTW Competing Proposal shall be deemed to refer to “fifty percent (50)%”); 50)%”); and (3) (x) a WTW Competing Proposal is consummated within twelve months after such termination, or (y) a definitive agreement providing for a WTW Competing Proposal is entered into within twelve months after such termination and is subsequently consummated, in the case of each of clauses (x) and (y), regardless of whether such WTW Competing Proposal is the same WTW Competing Proposal referred to in Section 3.2(a)(ii)(2).

Payment Events. (a) The “Aon Xeris Payment Events” are where the Parties have issued the Rule 2.5 Announcement and: (i) 3.2.1 the Transaction Agreement is terminated (in accordance with Section 9.1 9.1(a) of the Transaction Agreement): (1a) by Aon, Xeris at any time prior to the receipt of the WTW Strongbridge Shareholder Approval, due to a “Strongbridge Change of Recommendation” (under Section 5.3 of the Transaction Agreement) having occurred; or (b) by Xeris at any time prior to the receipt of the Strongbridge Shareholder Approval, if the WTW Board Strongbridge shall have effected a WTW Change of Recommendation under materially breached Section 7.3 5.3 of the Transaction Agreement; or (ii) 3.2.2 all of the following occur: (1a) the Transaction Agreement is terminated terminated: (xi) by Aon if WTW Xeris for the reason that Strongbridge shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement, or if any of its representations or warranties set forth in the Transaction Agreement are inaccurate, which breach or failure to perform or inaccuracy: (1A) would have resulted result in a failure of any of Conditions 4 1, 2, 3, or 4; and (iB) or (ii) and (2) was is not reasonably capable of being cured by the Outside End Date or, if curable, was is not cured by the earlier of of: (A1) the Outside Date and End Date; and (B2) 45 30 days following written notice by Aon Ireland or Aon UK Xeris thereof (such termination, a “Aon Breach Termination”) or ); or (yii) by Aon Ireland Xeris or Aon UK or WTWStrongbridge, if the Court Meeting or the WTW EGM was completed and the Court Meeting Resolution or the Required WTW EGM Resolutions, as applicable, were not approved by the requisite majorities; and (2b) prior to the Court Meeting, a WTW Competing Strongbridge Alternative Proposal was publicly disclosed or publicly announced (or, in the case of an Aon a Breach Termination, was made publicly or privately to the WTW Strongbridge Board), or any person shall have publicly announced an intention (whether or not conditional) to make a WTW Competing Strongbridge Alternative Proposal (it being understood that, for purposes of this Section 3.2(a)(ii)(2sub-clause 3.2.2(b) and Section 3.2(a)(ii)(3sub-clause 3.2.2(c) below, references to “twenty percent (20%)” and "80%" in the definition of WTW Competing Strongbridge Alternative Proposal shall be deemed to refer to “fifty percent (50)%50%”); and (3) (xi) a WTW Competing Strongbridge Alternative Proposal is consummated within twelve months after such termination, or or (yii) a definitive agreement providing for a WTW Competing an Strongbridge Alternative Proposal is entered into within twelve months after such termination and which is subsequently consummatedconsummated pursuant to that definitive agreement, in the case of each of clauses (xi) and (yii), regardless of whether such WTW Competing Strongbridge Alternative Proposal is the same WTW Competing Strongbridge Alternative Proposal referred to in Section 3.2(a)(ii)(2sub-clause 3.2.2(b).