Common use of The Scheme Clause in Contracts

The Scheme. Subject to Section 3.6: (a) WTW agrees that it will propose the Scheme to WTW Shareholders in the manner set out in Article II as soon as reasonably practicable and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of any Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix 3 of 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), will, in the manner set out in Article II, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) Aon agrees that it will participate in the Scheme to the extent reasonably requested by WTW and agrees to be bound by its terms, as proposed by WTW to WTW Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme Document, and each will, subject to the terms and conditions of this Agreement, including Section 8.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion and, in particular, Aon shall ensure that it has all necessary authority to issue Aon Shares in order to satisfy delivery (and payment) of the Scheme Consideration.

The Scheme. Subject to Section 3.6: (a) WTW the Company agrees that that, unless this Agreement has been terminated in accordance with Section 9, it will propose the Scheme to WTW the Company Shareholders in the manner set out in Article II as soon as reasonably practicable Section 3 and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions (with the exception of paragraphs 2.3 and 2.4 of the Conditions and any other Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix 3 of the Rule 2.5 Announcement)Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of such Conditions), will, in the manner set out in Article IISection 3, petition apply to the Irish High Court to for the sanction of the Scheme so as to facilitate the implementation of the Acquisition; (b) Aon each of Parent and Acquirer Sub agrees that it will participate in the Scheme to the extent reasonably requested by WTW and agrees to be bound by its terms, as proposed by WTW the Company to WTW the Company Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 2.7 Announcement and/or or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or or the Scheme DocumentScheme, and each will, subject to the terms and conditions of this Agreement, including Section 8.27.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion and, in particular, Aon shall ensure that it has all necessary authority to issue Aon Shares in order to satisfy delivery (and payment) of the Scheme ConsiderationCompletion.

The Scheme. Subject to Section 3.6: (a) WTW agrees that it will propose the Scheme to WTW Shareholders in the manner set out in Article II as soon as reasonably practicable and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of any Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix 3 of 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), will, in the manner set out in Article II, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition;Acquisition; (b) Aon agrees that it will participate in the Scheme to the extent reasonably requested by WTW and agrees to be bound by its terms, as proposed by WTW to WTW Shareholders, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme Document, and each will, subject to the terms and conditions of this Agreement, including Section 8.2, use its reasonable best efforts to take such other steps as are within its power and are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion and, in particular, Aon shall ensure that it has all necessary authority to issue Aon Shares in order to satisfy delivery (and payment) of the Scheme Consideration.

The Scheme. Subject 3.1 The parties undertake to Section 3.6: (a) WTW agrees that it will propose implement the Scheme to WTW Shareholders in the manner set out in Article II as soon as reasonably practicable and, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions (with the exception of any Conditions that by their nature are to be satisfied on the Sanction Date (as defined in Appendix 3 of 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), will, in the manner set out in Article II, petition the High Court to sanction the Scheme so as to facilitate the implementation of the Acquisition; (b) Aon agrees that it will participate in the Scheme to the extent reasonably requested by WTW and agrees to be bound by its terms, as proposed by WTW to WTW Shareholdersaccordance with, and that it shall, subject to the satisfaction or, in the sole discretion of the applicable Party, waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of the Conditions, effect the Acquisition through the Scheme on the terms set out in this Agreement and the Scheme; and (c) each of the Parties agrees that it will perform all of the obligations required of it in respect of the Acquisition on the terms set out in this Agreement and/or the Scheme Document, and each will, subject to the terms and conditions of, the Press Announcement and, so far as possible, the Sequence of this AgreementEvents. 3.2 The following principal commercial terms will apply to the Scheme of Arrangement: (a) In consideration for the payment of the Offer Consideration to ITG Shareholders and Warrantholders, the entire issued share capital of the Company, at the record date for the purpose of the Scheme, will be transferred to the Offeror. (b) The Offeror will, if required, undertake to the Court to be bound by the terms of the Scheme insofar as it relates to the Offeror, including Section 8.2as to payment of the Offer Consideration. (c) Each of the Nominated Directors and the Trustee undertakes to give its separate written approval to or (where counsel has advised the Company and the Offeror that it is permissible) to vote their ITG Shares (including those ITG Shares allotted to them following the exercise of their holdings of Warrants in the Company) in favour of the Scheme at the meeting(s) of ITG Shareholders to be convened by the Court to approve the Scheme (the "Court Meeting") or (where counsel has so advised the Company that the same is not permissible) to vote their Iguana Shares in favour of the Scheme at any separate class meeting of shareholders convened for that purpose or, in the event that counsel advises that no separate class meeting is required, to undertake to the Court to be bound by the Scheme. 3.3 The Company will, and the Nominated Directors and the Trustee shall use its reasonable their respective best efforts endeavours to procure that the Company will take or cause to be taken all such other steps as are within its their power and are reasonably required necessary to implement the Scheme in accordance with the Sequence of it for the proper implementation of the Scheme, including those required of it pursuant to this Agreement in connection with Completion Events and, in particular, Aon but without limitation: (a) the Company will apply to the Court for leave to convene the Court Meeting and file such documents as may be necessary in connection therewith; (b) upon (i) the Court making the order necessary for the purpose of convening the Court Meeting, (ii) the necessary documents being settled with the Court, and (iii) such documents (insofar as required) being approved by the Alternative Investment Market team of the London Stock Exchange, the Company shall ensure that it has all publish the requisite documents and thereafter publish and/or post such other documents and information as the Court or the Alternative Investment Market team of the London Stock Exchange may approve or require from time to time in connection with the due implementation of the Scheme; (c) following the Court Meeting and the Extraordinary General Meetings (as defined below), assuming the necessary authority resolutions are passed, the Company shall seek the sanction of the Court to issue Aon Shares in order to satisfy delivery the Scheme at the Hearing; and (and paymentd) as soon as practicable after the sanction of the Court of the Scheme Considerationat the Hearing, the Company shall cause an office copy of the Order to be filed with the Registrar. 3.4 The Company will convene an extraordinary general meeting of ITG Shareholders and the holders of the First Issue Warrants and the Third Issue Warrants ("Extraordinary General Meetings") to be held on the same date as the Court Meeting to confirm special or, in the case of the Warrants, extraordinary resolutions to approve, inter alia, the Scheme, the transfer of the entire issued share capital of the Company as at the record date for the Scheme to the Offeror, any alteration of the Company's articles of association considered appropriate for the purposes of implementing the Scheme and the Warrant Proposals and such other matters as may be agreed between the Company and the Offeror necessary or desirable for the purposes of implementing the Scheme. 3.5 Each of the Nominated Directors and the Trustee undertakes to vote their ITG Shares (including those ITG Shares allotted to them following the exercise of their holdings of Warrants in the Company) in favour of the special resolutions to be proposed at the Extraordinary General Meetings. 3.6 Notwithstanding clause 3.3(c) and (d), the Company shall not proceed to seek the sanction of the Court at the Hearing unless either Escrow Completion has taken place prior to 5.00 p.m. on the business day prior to the Hearing Date or, Escrow Completion not having taken place by such time, the Offeror serves notice on the Company requiring it to proceed with seeking the sanction of the Court at the Hearing. If the Offeror serves such notice then the rights and obligations of the Purchaser and the Company in so far as they relate exclusively to the sale and purchase of the Non-ISP Interests and the Red Wave Offer shall terminate and any elections pursuant to the Red Wave Offer to subscribe Red Wave shares shall not be accepted but without prejudice to accrued rights and liabilities. 3.7 The Company agrees with the Offeror that it will give the notice required by paragraph 3.7 of the terms of issue of each of the First Issue Warrants, the Second Issue Warrants, the Third Issue Warrants and the Fourth Issue Warrants and as required by paragraph 2.2 of the terms of issue of the Fifth Issue Warrants promptly upon the conditions therefor being satisfied if, in each case, any such Warrants are outstanding at such time.