STB Approval definition

STB Approval means the issuance by the STB of a decision, which decision shall become effective and which decision shall not have been stayed or enjoined, that (A) constitutes a final agency action approving, exempting or otherwise authorizing the acquisition of control over the Company’s railroad operations by Parent and its affiliates, without the imposition of conditions that Parent, by written notice to the Trustee, has deemed to be unacceptable, and (B) does not require any change in the consideration paid or to be paid pursuant to the Merger Agreement or other material provisions thereof, or any change to the certificate of incorporation or by-laws of the Company, unless Parent, by written notice to the Trustee, has determined any such change to be acceptable to Parent.

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STB Approval means the approval, authorization or exemption by the STB of the Mergers and other transactions contemplated by this Agreement within the jurisdiction of the STB.

STB Approval means authorization of the STB pursuant to 49 C.F.R. § 1013.3(a) for the use of a voting trust transaction under which all of the shares of capital stock of CMQR US shall be placed into an irrevocable voting trust as of the Effective Time pending receipt of final STB approval or exemption of the Transaction pursuant to 49 U.S.C. § 11323 et seq; provided, however, that if the STB declines to authorize the use of such a voting trust, then “STB Approval” shall mean receipt of final STB approval or exemption of the Transaction pursuant to 49 U.S.C. § 11323 et seq.

Examples of STB Approval in a sentence

Neither Seller nor Buyer shall, and each shall cause its Affiliates and Representatives not to, take, refrain from taking or cause to be taken, any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities, including the STB Approval.
Following submissions necessary for the STB Approval, Buyer and Seller shall, and shall cooperate in all respects, to the extent permitted under Applicable Law, to obtain the STB Approval.
Buyer shall have the sole responsibility (subject to Section 5.03(e) and with Seller’s reasonable cooperation) for obtaining the STB Approval, at Buyer’s sole cost and expense, including paying all filing fees and other payments to the STB required in connection with this Section 5.03(d).
The parties agree that the Company shall be an express third party beneficiary of this Trust Agreement through and including the earlier of (i) December 31, 1998, if STB Approval shall not have been granted or (ii) the occurrence of an STB Denial, but that thereafter the Company shall not be any such third-party beneficiary.
The parties agree that the Company shall be an express third party beneficiary of this Trust Agreement through and including the earliest of (i) the consummation of the Amended Second Offer; (ii) December 31, 1998, if STB Approval shall not have been granted; or (iii) the occurrence of an STB Denial, but that thereafter the Company shall not be any such third-party beneficiary.
City will be responsible for any costs associated with any STB Approval.
Should rail service to any shippers be impacted by the West Haymarket Project, BNSF shall use commercially reasonable efforts to obtain any and all necessary abandonment approvals and other approvals (if any) for the BNSF Work and Land Exchange (collectively "STB Approval").
The STB has granted an approval or exemption for the transactions contemplated herein; such approval or exemption remains in full force and effect ("STB Approval") and no action or proceeding is pending or threatened challenging such approval or exemption (an "STB Challenge").

More Definitions of STB Approval

STB Approval has the meaning set forth in Section 5.03(f).

STB Approval means the issuance by the STB of a decision, which decision shall have become effective and shall not have been stayed or enjoined, that (A) constitutes a final agency action approving, exempting or otherwise authorizing the acquisition of control over the Company's motor passenger carrier subsidiaries by Parent and its affiliates, without the imposition of conditions that Parent, by written notice to the Trustee, has deemed to be unacceptable, and (B) does not require any change in the consideration paid or to be paid pursuant to the Merger Agreement or other material provisions thereof, unless Parent, by written notice to the Trustee, has determined any such change to be acceptable to Parent.

STB Approval means the issuance by the STB of a decision, which decision shall become effective and which decision shall not have been stayed or enjoined, that (A) constitutes a final agency action approving, exempting or otherwise authorizing the acquisition of indirect control of WLE and AB by Buyer and its affiliates, without the imposition of conditions that Buyer, by written notice to the Trustee, has deemed to be unacceptable, and (B) does not require any change in the consideration paid or to be paid pursuant to the Purchase Agreement or other material provisions thereof, or any change to the certificate of incorporation and bylaws of the Company, unless Buyer, by written notice to the Trustee, has determined any such change to be acceptable to Buyer. ii. “STB Denial” means the STB shall have, by an order which shall have become final and no longer subject to review by the courts, denied the approval or exemption for Buyer to control WLE and AB, referred to in clause (A) of the definition of STB Approval.

STB Approval has the meaning set forth in Section 3.4.

STB Approval despite such conditions, impose on Parent, NSC, the Company or any of their respective subsidiaries any other terms or conditions (including, without limitation, labor protective provisions but excluding conditions heretofore imposed by the Interstate Commerce Commission in New York Dock Railway-- Control--Brooklyn Eastern District, 360 I.C.C. 60 (1979)), other than those proposed by the applicants, that materially and adversely affect the long-term benefits expected to be received by Parent and NSC from the transactions contemplated by the Merger Agreement and the CSX/NS Agreement.

STB Approval means the issuance by the STB of a decision, which decision shall become effective and which decision shall not have been stayed or enjoined, that (A) constitutes a final agency action approving, exempting or otherwise authorizing the acquisition of indirect control of Wheeling & Lake Erie Railway Company and Akron Barberton Cluster Railway Company by Buyer (as defined in the Voting Trust Agreement (as attached to the Wheeling SPA as of August 6, 2025)) and its affiliates, without the imposition of conditions that Buyer, by written notice to the Trustee (as defined in the Voting Trust Agreement (as attached to the Wheeling SPA as of August 6, 2025)), has deemed to be unacceptable, and (B) does not require any change in the consideration paid or to be paid pursuant to the Wheeling SPA or other material provisions thereof, or any change to the certificate of incorporation and bylaws of the Target, or the organizational documents of the Company.