AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENT AND PLAN OF MERGERThe Transaction Agreement and Plan of Merger • May 4th, 2022 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip)
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of March 23, 2022, is by and among Aspen Technology, Inc., a Delaware corporation (“Aspen”), Emerson Electric Co., a Missouri corporation (“Emerson”), EMR Worldwide Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Emerson Sub”), Emersub CX, Inc., a Delaware corporation and a wholly owned subsidiary of Emerson (“Newco”), and Emersub CXI, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Subsidiary”). Each of Aspen, Emerson, Emerson Sub, Newco and Merger Subsidiary is referred to as a “Party,” and collectively, as the “Parties.”
AMENDMENT NO. 2 TO TRANSACTION AGREEMENT AND PLAN OF MERGERStockholders Agreement • May 4th, 2022 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [•] between Emerson Electric Co., a Missouri corporation (“Emerson”), on behalf of itself and the members of the Emerson Group, as defined below and Aspen Technology, Inc., a Delaware corporation (formerly known as Emersub CX, Inc.) (“Newco,” and together with Emerson, the “Parties”), on behalf of itself and the members of the Newco Group, as defined below.
