Common use of Security Holder Litigation Clause in Contracts

Security Holder Litigation. Each Party shall provide the other Parties prompt notice of any litigation brought by any stockholder of that Party, as applicable, against such Party, any of its Subsidiaries and/or any of their respective directors relating to the Acquisition, this Agreement or any of the Transactions and shall keep the other party reasonably informed regarding such litigation. Unless (i) in the case of such litigation with respect to WTW, the WTW Board of Directors has made a WTW Change of Recommendation, (ii) in the case of such litigation with respect to Aon, the Aon Board of Directors has made an Aon Change of Recommendation or (iii) the Parties are adverse to each other, each Party shall give the other Party the opportunity to participate (at such other Party’s expense) in the defense or settlement of any such litigation, and no such settlement, shall be agreed to without the other Party’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed (subject to Section 8.15), except that the other Party shall not be obligated to consent to any settlement which does not include a full release of such other Party and its Affiliates or which imposes an injunction or other equitable relief after the Effective Time upon Aon or any of its Affiliates. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 8.7 and Section 7.1, Section 7.2 or Section 8.2 (other than in the case of matters related to the Required Antitrust Clearances and Required Regulatory Clearances), the provisions of this Section 8.7 shall control.

Security Holder Litigation. Each Party shall provide the other Parties Party prompt oral notice of any litigation brought by any stockholder shareholder of that Party, as applicable, Party against such Party, any of its Subsidiaries and/or any of their respective directors relating to the AcquisitionMerger, this Agreement or any of the Transactions and shall keep the other party reasonably informed regarding such litigationTransactions. Unless (i) in the case of such litigation with respect to WTWthe Company, the WTW Company Board of Directors has made or is considering making a WTW Company Change of Recommendation, Recommendation or (ii) in the case of such litigation with respect to AonParent, the Aon Parent Board of Directors has made an Aon or is considering making a Parent Change of Recommendation or (iii) the Parties are adverse to each otherRecommendation, each Party shall give the other Party the opportunity to participate (at such other Party’s expense) in the defense or settlement of any such litigation, and no such settlement, settlement shall be agreed to without the other Party’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed (subject to Section 8.15)delayed, except that the other Party shall not be obligated to consent to any settlement which does not include a full release of such other Party and its Affiliates affiliates or which imposes an injunction or other equitable relief after the Effective Time upon Aon Parent or any of its Affiliatesaffiliates. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 8.7 6.9 and Section 7.15.1, Section 7.2 5.2 or Section 8.2 (other than in the case of matters related to the Required Antitrust Clearances and Required Regulatory Clearances)6.2, the provisions of this Section 8.7 6.9 shall control.

Security Holder Litigation. Each Party shall provide the other Parties prompt notice of any litigation brought by any stockholder of that Party, as applicable, against such Party, any of its Subsidiaries and/or or any of their respective directors relating to the Acquisition, this Agreement or any of the Transactions and shall keep the other party Parties reasonably informed regarding such litigation. Unless (i) in the case of such litigation with respect to WTWAmazon, the WTW Board of Directors has made a WTW Change of Recommendation, (ii) in the case of such litigation with respect to Aon, the Aon Amazon Board of Directors has made an Aon Amazon Change of Recommendation or (iiiii) the Parties are adverse to each other, each Party shall give the other Party Parties the opportunity to participate (at such other Party’s ’s, or other Parties’, expense, as applicable) in the defense or settlement of any such litigation, and no such settlement, shall be agreed to without the other Party’s Parties’ prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed (subject to Section 8.157.14), except that the other Party Parties shall not be obligated to consent to any settlement which does not include a full release of such other Party and its Affiliates or which imposes an injunction or other equitable relief after the Effective Time Closing upon Aon Amazon or any of its Affiliates. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 8.7 7.8 and Section 7.16.1, Section 7.2 6.2, Section 6.3 or Section 8.2 7.3 (other than in the case of matters related to the Required Antitrust Clearances and Required Regulatory Clearances), the provisions of this Section 8.7 7.8 shall control.