OF SECURITIES HAVING
NO MORE THAN FIVE PERCENT OF THE OUTSTANDING VOTING POWER OF ANY PERSON WHICH
ARE LISTED ON ANY NATIONAL SECURITIES EXCHANGE OR NATIONAL QUOTATION SYSTEM AND
(Y) OWNERSHIP OF NOT MORE THAN 25% OF ANY PRIVATE EQUITY FUND OR ALTERNATIVE
INVESTMENT VEHICLE IN WHICH AON OR ITS AFFILIATES IS A PASSIVE INVESTOR SHALL
NOT BE DEEMED TO BE A VIOLATION OF THIS SECTION 8.6; PROVIDED, HOWEVER, THAT IN
THE CASE OF (X) OR (Y) AON AND ITS AFFILIATES DO NOT PARTICIPATE IN ANY WAY IN
THE OPERATION OR MANAGEMENT OF THE RESTRICTED BUSINESS.
(B)
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 8.6, NOTHING IN
THIS SECTION 8.6 SHALL BE DEEMED TO PRECLUDE, PROHIBIT OR RESTRICT AON OR ANY OF
ITS AFFILIATES FROM (I) ENGAGING IN ANY EXEMPT BUSINESS ACTIVITIES;
(II) ACQUIRING ANY PERSON, AND FOLLOWING SUCH ACQUISITION, ACTIVELY ENGAGING IN
ANY RESTRICTED BUSINESS THROUGH A SUBSIDIARY, DIVISION, GROUP, FRANCHISE OR
SEGMENT OF SUCH PERSON THAT IS ENGAGED IN SUCH RESTRICTED BUSINESS AT THE TIME
OF THE ACQUISITION OF SUCH PERSON (AN "ACQUIRED BUSINESS"), SO LONG AS (X) FOR
THE MOST RECENT FISCAL YEAR ENDING PRIOR TO THE DATE OF SUCH PURCHASE, THE
CONSOLIDATED GROSS REVENUES OF SUCH PERSON DERIVED FROM RESTRICTED BUSINESSES
WERE LESS THAN 50% OF THE TOTAL CONSOLIDATED GROSS REVENUES OF SUCH PERSON AND
(Y) FOLLOWING SUCH ACQUISITION, THE ACQUIRED BUSINESS ENGAGES IN THE RESTRICTED
BUSINESS ONLY WITH PERSONS THAT WERE CLIENTS OF THE ACQUIRED BUSINESS
IMMEDIATELY PRIOR TO THE ACQUISITION AND PROVIDES EACH SUCH EXISTING CLIENT ONLY
THE PROGRAMS PROVIDED TO SUCH EXISTING CLIENT IMMEDIATELY PRIOR TO THE
ACQUISITION IN THE GEOGRAPHIC AREA IN WHICH SUCH PROGRAM WAS PROVIDED TO SUCH
EXISTING CLIENT IMMEDIATELY PRIOR TO THE ACQUISITION; (III) ENGAGING IN A CHANGE
OF CONTROL OR, IF THE ACQUIRING PERSON HAS A SUBSIDIARY, DIVISION, GROUP,
FRANCHISE OR SEGMENT THAT IS ENGAGED IN A RESTRICTED BUSINESS AT THE TIME OF THE
CHANGE OF CONTROL, THEREAFTER ENGAGING IN THE RESTRICTED BUSINESS; OR
(IV) PROVIDING ANY WARRANTY TPA SERVICES TO ANY PERSON IN A MARKET WHERE AON HAS
AN ESTABLISHED WARRANTY TPA CAPABILITY AS OF THE DATE OF THIS AGREEMENT
FOLLOWING COMPLIANCE WITH SECTION 8.6(E); PROVIDED, HOWEVER, THAT IN THE CASE OF
CLAUSE (II), (A) THE ACQUIRED BUSINESS SHALL BE CONDUCTED WITHOUT THE USE OF THE
"AON" TRADENAME AND (B) IF
50
such Acquired Business's consolidated fee income from such Restricted Businesses
in the calendar year prior to the acquisition or in any calendar year thereafter
is in excess of $10 million (the "Divestiture Condition"), Aon or its Affiliates
will dispose of (or enter into and consummate a definitive agreement which
requires, as soon as practicable but not later than six (6) months after the
date of such agreement, the disposal of) such Restricted Business within two
years of the satisfaction of the Divestiture Condition and, with respect to any
such disposition of any Restricted Business, Buyer shall have a 30-day right of
first offer to purchase such Restricted Business. If any such Acquired
Business's consolidated fee