Definition of Pan Am Change in Control


Pan Am Change in Control means: (1) the establishment of a voting trust as described in 49 C.F.R. Part 1013 - Guidelines for the Proper Use of Voting Trusts, or any subsequent regulation, with regard to the acquisition of a controlling block of voting securities of the Pan Am Member, Pan Am, B&M or Springfield Terminal, or any entity having direct or indirect control over any of the same, including but not limited to the Pan Am Parent; (2) the submission to the STB (other than pursuant to 49 U.S.C. 11323(a)(4) where the only carriers involved are (a) one or more of the Pan Am Member, Pan Am, B&M or Springfield Terminal, or any entity having direct or direct control over any of the same, including but not limited to the Pan Am Parent, and (b) the Company) of any application, petition for exemption, or notice of exemption seeking approval, or exemption from approval, to effect a change in control of the Pan Am Member, Pan Am, B&M or Springfield Terminal or any entity having direct or indirect control over any of the same; (3) any Permitted Transfer as described in Section 9.2 clauses (f) or (g); or (4) not taking into account the Pan Am Member's membership interest in the Company, the sale, transfer or other distribution of all or substantially all of the assets of the Pan Am Member, Pan Am, B&M or Springfield Terminal.
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Examples of Pan Am Change in Control in a sentence

Upon and after a Pan Am Change in Control, the NS Member shall have the right to appoint an additional member to the Joint Operating Committee, and the Joint Operating Committee shall make decisions based upon a majority vote.
The Members hereby agree that there shall be created a Capital Project Committee consisting of: (1) prior to a Pan Am Change in Control, four Committee Representatives, two of whom shall be designated by the Pan Am Member and two of whom shall be designated by the NS Member; and (2) upon and after a Pan Am Change in Control, three Committee Representatives, two of whom shall be designated by the NS Member and one of whom shall be designated by the Pan Am Member.
Prior to a Pan Am Change in Control, the Joint Operating Committee shall make decisions by the unanimous vote of its members.
Any "Permitted Transfer" described in clauses (f) or (g) (even if such transfer also is described in clause (a)) shall constitute a Pan Am Change in Control and shall effect a modification of the rights or obligations of the Members as further set forth herein.
Except as otherwise provided herein, prior to a Pan Am Change in Control, the Pan Am Member and the NS Member shall each be entitled to equal representation on any such committee, and, upon and after a Pan Am Change in Control, the NS Member shall be entitled to a majority of the representation on any such committee.