Emerson Contributed Subsidiaries definition

Emerson Contributed Subsidiaries has the meaning ascribed thereto in the Transaction Agreement.
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Emerson Contributed Subsidiaries has the meaning ascribed thereto in the Transaction Agreement. “Emerson Covered Employees” means any individual employed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries (x) in ▇▇▇▇▇▇▇’▇ Automation Solutions business or (y) who assists in the provision of any Service (as defined in the Transition Services Agreement) under the Transition Services Agreement. “Emerson Director” means a member of the Company Board who is an Emerson Designee. “Emerson Group” means, at any given time, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and each Person (other than any then-member of the Company Group) that is then a Subsidiary of Emerson Parent. “Emerson Fully-Diluted Ownership Percentage” means, as of any time, the percentage of the then- outstanding Company Common Stock (as determined on a Common Equivalents basis) beneficially owned by the members of the Emerson Group as of such time, calculated on a Fully-Diluted basis. “Emerson Ownership Percentage” means, as of any time, the percentage of the then-outstanding Company Common Stock beneficially owned by the members of the Emerson Group as of such time. “Emerson Permitted Business” means (i) any and all of the business activities contemplated under the Intercompany Commercial Agreements, including acting as an agent or reseller of the Company’s products or services, and the Transition Services Agreement (as defined in the Transaction Agreement), (ii) the business of developing, marketing and selling control or hardware-connected technology software products, including software and technology intended for control engineering tools, device level applications, alarm management, distributed control systems (“DCS”), historian, subsystem interfaces, operator environments, human machine interface engineering and runtime, reporting and trending, IO controllers, programmable logic controllers (PLC), SCADA (non-power), protection and prediction systems, embedded advanced control, embedded batch, AMS machinery management, control system diagnostics and system health monitoring, tank management 5 TABLE OF CONTENTS solutions, sensor-based corrosion and erosion solutions, DCS or skid-based blending & transfer solutions, custody transfer solutions, valves diagnostic solutions, connected solution – instruments and Plantweb Insight and (iii) the Emerson Retained Businesses and any natural enhancements or extensions thereof (including by further investments therein). “Emerson Retained Businesses” means ▇▇▇▇▇▇▇’▇ and its Subsidiaries’ software businesses as of immediat...
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Emerson Contributed Subsidiaries means the Emerson Direct Transfer Subsidiary and its Subsidiaries.
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Examples of Emerson Contributed Subsidiaries in a sentence

  • Following the Closing, no member of the ▇▇▇▇▇▇▇ Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.

  • Emerson shall make a timely and valid election pursuant to Treasury Regulations Section 1.1502-36(d)(6)(i)(A) to reduce the basis of the stock of any Emerson Contributed Subsidiaries to which such election applies, to the extent necessary to prevent any attribute reduction pursuant to Treasury Regulations Section 1.1502-36(d)(6).

  • Following the Closing, no member of the ▇▇▇▇▇▇▇ Group or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries), on the other hand.

  • From and after the Closing, none of Aspen, Newco or any of their Subsidiaries (including, as of the Closing, the Emerson Contributed Subsidiaries) shall, or shall assist any third party to, challenge or seek to deny or restrict the ownership, validity or enforceability of any E▇▇▇▇▇▇ ▇▇▇▇▇.

  • All goodwill associated with any and all use of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ by Newco or any of its Subsidiaries (including, as of the Closing, the Emerson Contributed Subsidiaries) shall inure to the benefit of Emerson and its Affiliates, as applicable.

  • Notwithstanding anything to the contrary in this Article 12 (other than Section 12.05(a) with respect to Tax benefits to the extent described therein), the Tax Matters Agreement, and not this Article 12, shall govern the parties’ rights and obligations with respect to Taxes and Tax matters relating to the Echo Business and the Emerson Contributed Subsidiaries.

  • Following the Closing, no member of the E▇▇▇▇▇▇ Group or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the E▇▇▇▇▇▇ Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries), on the other hand.

  • All goodwill associated with any and all use of the E▇▇▇▇▇▇ ▇▇▇▇▇ by Newco or any of its Subsidiaries (including, as of the Closing, the Emerson Contributed Subsidiaries) shall inure to the benefit of Emerson and its Affiliates, as applicable.

  • Any Tax Attributes arising in a Pre-Closing Period that are subject to allocation among members of a Combined Group shall be allocated among (and the benefits and burdens of such Tax Attributes will inure to) the members of the ▇▇▇▇▇▇▇ Group and the Emerson Contributed Subsidiaries in accordance with the Code, Treasury Regulations, and any Applicable Law, as determined by Emerson in its reasonable discretion.