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 or any entity having direct or indirect control over the Pan Am Member, including but not limited to the Pan Am Parent; (2) the submission to the STB 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 or any entity having direct or indirect control over the Pan Am Member; (3) any merger or consolidation of the Pan Am Parent with or into any Person; (4) the acquisition by any Person of all or substantially all of the assets of the Pan Am Parent; or (5) not taking into account Pan Am's membership interest in the Company, the sale, transfer or other distribution of all or substantially all of the assets of Pan Am.

Examples of Pan Am Change in Control in a sentence

The Chairman of the Management Committee shall be appointed by the Pan Am Member in all even numbered calendar years and by the NS Member in all odd numbered calendar years, provided that, upon and after a Pan Am Change in Control, the Chairman of the Management Committee shall be appointed by the NS Member.
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.
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.
If between the setting of the record date and the record date there is a Pan Am Change in Control, the NS Member shall be given notice and the opportunity to set a new record date, which record date may be a date following the acquisition of any Governmental Approvals as may be reasonable or necessary for the NS Member to acquire and exercise control of the Company.
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.