STB Approval Clause Samples

The STB Approval clause requires that certain actions or agreements are contingent upon receiving approval from the Surface Transportation Board (STB), a federal agency overseeing railroad operations in the United States. In practice, this means that transactions such as mergers, acquisitions, or changes in rail service cannot proceed until the STB has formally reviewed and authorized them. This clause ensures that all parties comply with regulatory requirements, preventing unauthorized or non-compliant activities and thereby reducing legal and operational risks.
STB Approval. (a) The parties will as expeditiously as possible seek STB approval necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The parties will use their reasonable best efforts to obtain such approvals, and no party will take any position (at the STB or with any other Governmental Entity or elsewhere) inconsistent with this Agreement and the Ancillary Agreements. (b) Each of CSX and NSC shall (i) coordinate and cooperate with one another to prepare and present to the STB, as soon as practicable, all applications, petitions, notices, filings and other presentations in connection with seeking all STB approvals, exemptions or other authorizations necessary to consummate the transactions contemplated by this Agreement and by the Ancillary Agreements, using, to the extent practicable, joint legal counsel and expert witnesses, (ii) prosecute such applications, petitions, notices, filings and other presentations with diligence, (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any such STB approval, (iv) take all such further action as in their judgment may facilitate obtaining a final order or orders of the STB approving the transactions contemplated by this Agreement and the Ancillary Agreements and (v) bear the burden, without adjustment in the Percentage or other consideration, of any STB imposed condition it accepts. (c) Each of CSX and NSC shall coordinate and consult with one another with respect to all settlements involving the STB approval process. The parties further agree that, (i) any settlement or agreement pertaining to the Shared Assets Areas and the Shared Assets Agreements will require the joint approval of CSX and NSC; (ii) none of CRR, CRC nor CSX shall make any settlement or agreement with respect to any PRR Allocated Asset without NSC's prior written consent; (iii) none of CRR, CRC nor NSC shall make any settlement or agreement with respect to any NYC Allocated Asset without CSX's prior written consent and (iv) nothing contained herein shall require joint action for either CSX or NSC to enter into any settlement or Transportation Contract with any shipper or receiver of freight. CSX and NSC may act in their sole discretion in respect of the matters set forth in this Section 8.4(c). (d) If the STB, as a condition to its approval of the transactions contemplated by this Agreement and the Ancillary Agreements, imposes a non-standard condition which w...
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STB Approval. Prior to the Closing, the parties shall use their reasonable best efforts to take all actions necessary or advisable to ensure that the STB approval obtained for the consummation of the transactions contemplated by this Agreement remains in full force and effect. Each of the parties hereto shall take all such further reasonable action which, in such party's judgment, may ensure that the STB approval remains in full force and effect. All submissions to any Governmental Entity by any party hereto relating to such matters shall only be made after prior consultation with the other parties hereto and the approval by such other parties (not to be unreasonably withheld or delayed) to the form and substance of such submissions, in accordance with Section 3.4.
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STB Approval. Pioneer will file (on or before March 1, 1996), and prosecute the appropriate filings with the U.S. Surface Transportation Board ("STB") to transfer ownership and control of KNRECO. Pioneer shall pay all costs and expenses incurred in such proceedings (including the fees of any attorneys retained by Pioneer), and this transaction is expressly conditioned upon the parties obtaining such STB approval. Pioneer may terminate this Agreement prior to Closing in the event of the imposition by the STB of any term or condition on its approval which is unacceptable to it, including such conditions as labor protection.
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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").
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Related to STB Approval

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • HSR Approval All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions shall have expired or been terminated.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • NASDAQ Approval The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.