Subsidiary means, with respect to any Person, any entity of which a
majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person or a combination thereof or any partnership, association or other entity of which a majority of the partnership or other similar ownership interest is at the time owned or
controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability
company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other entity or is or controls the managing director or general partner of
such partnership, limited liability company, association or other business entity.
Tag Portion means an amount of
Membership Interests equal to the specified quantity of Tag-Along Offered Membership Interests multiplied by Investor Members Percentage Interest.
Target Performance Management Net Income means the financial model output reflected in the Net Income
Controlling Interests GAAP row of the .PDF labeled Project Blue Seller Model and Non-GAAP Policy.pdf and attached to an email from the Investor Members counsel to the
NiSource Members counsel copying Representatives of the Investor Member and the NiSource Member on December 28, 2023 at 4:16 p.m. Eastern Standard Time.
Tax or Taxes means any federal, state, local or foreign taxes, including income, gross receipts, capital
stock, capital gains, franchise, profits, license, withholding, payroll, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, sales, use, excise, transfer, value added, import, export,
alternative minimum, estimated or other tax, duty, assessment or governmental charge in the nature of a tax, including any interest, penalty or addition thereto.
Tax Return means any return, claim for refund, report, election, form, statement or information return relating to Taxes,
including any schedule or attachment thereto, and including any amendments thereof.
Third Party means, with respect to
a Member, another Person that is not another Member or an Affiliate of a Member.
Transfer shall mean, with respect to
the legal or beneficial ownership of any of a Members Membership Interests, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal, directly or indirectly, whether voluntarily, involuntarily
or by operation of applicable Law (through a Change in Control or otherwise) including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien, that gives any Person other than the Member, whether or
not upon the occurrence or nonoccurrence of an event, the right to acquire any Membership Interests or any interest therein, to vote any Membership Interest, or to require that any Membership Interests be transferred, directly or indirectly, whether
voluntarily, involuntarily or by operation of applicable Law. For the avoidance of doubt and notwithstanding the foregoing, none of the following shall constitute a Transfer: (i) a sale, assignment, transfer, or other disposition of equity
interests in any Member or any direct or indirect parent of such Member in which such Member represents less than 50% of the Fair Market Value of all of the assets directly or indirectly held by such Member or direct or indirect parent the equity
interests of which are being disposed, except in any such case as expressly set forth in Section 6.2(b), (ii) a Change in Control of the NiSource Member or indirect transfers of Membership Interests resulting solely from
acquisitions and dispositions of equity interests of Blackstone Inc., Parent or their respective Affiliates on the New York Stock Exchange, (iii) any direct or indirect transfer of equity interests in the Investor Member that does not result in
a Change in Control of the Investor Member, and (iv) as permitted under Section 6.2(b).
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