STB Sample Clauses

STB. Approval or authorization of the STB shall have been obtained for a voting trust transaction through an exemption or notice of exemption pursuant to which shares of the Surviving Corporation shall be placed into an irrevocable voting trust as of the Effective Time pending receipt of final STB approval or exemption, as the case may be, with respect to the transactions contemplated hereby or, if the STB declines to authorize such a voting trust transaction, receipt of such final STB approval or exemption with respect to the transactions contemplated hereby.

STB. (a) The parties will coordinate and cooperate with one another with respect to matters involving the STB approval process, and will as expeditiously as possible seek STB and any other regulatory approval or authority necessary for consummating the transactions contemplated by this Agreement and the Definitive Documentation. The parties will use their best efforts to obtain such approvals, and neither party will take any position (at the STB or with any governmental or political body or elsewhere) inconsistent with this Agreement and the Definitive Documentation. (b) CSX and NSC shall coordinate and consult with one another with respect to all settlements involving the STB approval process. The parties further understand that: (1) any settlement or agreement pertaining to the Shared Assets will require the joint approval of CSX and NSC; (ii) neither CSX nor NSC shall make any settlement or agreement with respect to a line or other asset which, after STB approval, would be operated in 11 the interest of the other party without such other party's consent; and (iii) nothing contained herein shall require joint action for either CSX or NSC to enter into any settlement or railroad transportation contract with any shipper or receiver of freight. (c) If any settlement or any accepted STB condition relates to an Allocated Asset which, after STB approval, would be operated in the interest of NSC or in the interest of CSX or (as in the case of Shared Assets) would be operated in the interest of both, the burden of such settlement or condition will be borne where it falls, and the Percentage will not be adjusted to reflect the settlement or condition. (d) The Definitive Documentation and the voting trust will include provisions specifying the parties' respective rights in the event the STB imposes any non-standard condition materially reducing the benefits anticipated by either party from the transaction.

STB. Either (i) final approval or authorization of, or exemption by, the STB with respect to the transactions contemplated hereby shall have been obtained, and neither the STB nor any other Governmental Entity shall have imposed any conditions or obligations on the transactions contemplated by this Agreement (other than immaterial conditions or obligations and labor protective conditions required by 49 U.S.C. §11326) or (ii) if the STB has not issued a decision approving, authorizing or exempting the transactions (or denying the requested approval, authorization or exemption), then the STB has provided Parent with a written informal opinion that the proposed voting trust would insulate Parent from unauthorized control of the Company between the Effective Time and receipt of final STB approval, authorization or exemption, as the case may be, with respect to the transactions contemplated thereby.

STB. The approval or exemption, as the case may be, of the STB with respect to the transactions contemplated hereby shall have been obtained.

STB a. STB is responsible for reviewing project submittals and will participate in consultation according to the timeframes and communications defined in Stipulation I and otherwise stipulated within this Agreement. b. STB is responsible for notifying FRA of any comments or concerns regarding the Undertaking expressed by Consulting Tribes or Consulting Parties. c. STB is responsible for maintaining an administrative record of actions related to the Agreement and Section 106 compliance for the Undertaking specific to their agency. d. STB is responsible for a decision for the Project Sponsor to be able to proceed to construct and operate the Project for the STB Undertaking. e. STB has authority to request to amend and/or terminate this Agreement.

STB. The term "STB" shall mean the Surface Transportation Board or successor agency.