Common use of Business Combination Clause in Contracts

Business Combination. Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary (a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each case, unless, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

Business Combination. Consummation An actual change in ownership of Outstanding Company Common Stock, Outstanding Company Voting Securities, and/or assets of the Company or CSX Transportation, Inc. by reason of a reorganization, merger or consolidation merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary (a “Business Combination”) CSX Transportation, Inc. that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “AgencySTB”) (a “Business Combination”), in each case, unless, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary CSX Transportation, Inc. or all or substantially all of the assets of the Company or its principal subsidiary CSX Transportation, Inc. either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, ownership immediately prior to such Business Combination, Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any a corporation resulting from such Business Combination or any an employee benefit plan (or related trust) of the Company or such the corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, Board providing for such Business Combination; or

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Parent or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company Parent, whether in one or its principal subsidiary a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Parent (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Parent (the “Outstanding Company Common Stock Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Parent (the “Outstanding Company Parent Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownershipownership of the Outstanding Stock and Outstanding Parent Voting Securities, immediately prior to such Business Combination, the consummation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Parent); (B) no person (other than the Parent, any subsidiary of the Parent, any employee benefit plan (or related trust) of the Company Parent or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Parent or any subsidiary of the Parent) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan (or related trust) of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary (a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each case, unless, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

Business Combination. Consummation of (x) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (y) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: (i) all or substantially all of the Combination pursuant to which individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination or (that is, excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership existed prior to the Business Combination; and (iii) at least a majority such consummation of the members voting securities of the board any company or other entity involved in or forming part of directors of the corporation resulting from such Business Combination were members of other than the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business CombinationCompany); or

Business Combination. Consummation Approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary (a “"Business Combination”") that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “"Agency”"), in each case, unlessUNLESS, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “"Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”"), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the "beneficial owners" (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the "Outstanding Stock") and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the "Outstanding Company Voting Securities Securities") immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan (or related trust) of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (b), the term "Surviving Corporation" means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan (or related trust) of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation resulting from such Business Combination were members Surviving Corporation; where for purposes of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; orthis

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, immediately prior to the consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the case may be; Company); (iiB) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) becomes the beneficial owner of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation of (i) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (ii) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or fanning part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan (or related trust) of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (y) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (b), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation of (A) a reorganizationmerger, merger consolidation, statutory share exchange or consolidation similar form of corporate transaction involving (1) the Company or (2) any of its subsidiaries, but in the case of this clause (2) only if Company Voting Securities (as hereinafter defined) are issued or issuable in connection with such transaction or (B) a sale or other disposition of all or substantially all of the assets of the Company (each of the events referred to in clause (A) or its principal subsidiary (B) being hereinafter referred to as a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “AgencyReorganization”), in each case, unless, immediately following such Business Combination: Reorganization, (ix) all or substantially all of the individuals and entities who were the “beneficial owners, respectively, ” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)(as hereinafter defined)) of shares of the Outstanding Company Common Stock and Outstanding Company Voting Securities Company's common stock or other securities eligible to vote for the election of the Board outstanding immediately prior to the consummation of such Business Combination Reorganization (such securities, the “Company Voting Securities”) beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination Reorganization (including, without limitation, including a corporation which or other entity that, as a result of such transaction transaction, owns the Company or its principal subsidiary or all or substantially all of the Company's assets of the Company or its principal subsidiary either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Business CombinationReorganization, of the Outstanding Company Common Stock and Outstanding outstanding Company Voting SecuritiesSecurities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of such Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization other than the Company or a Subsidiary), as the case may be; (iiy) no Person (excluding any corporation resulting from such Business Combination or (i) any employee benefit plan (or related trust) of sponsored or maintained by the Company Continuing Entity or such any corporation resulting from such Business Combinationor other entity controlled by the Continuing Entity and (ii) any Specified Stockholder) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and Continuing Entity and (iiiz) at least a majority of the members of the board of directors or other governing body of the corporation resulting from such Business Combination Continuing Entity were members of the Incumbent Board Directors at the time of the execution of the initial agreement, or of the action of the Board, definitive agreement providing for such Business Combination; Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization;

Business Combination. Consummation Approval either (x) by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary or (y) by the shareholders or the Board of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of American Commercial Lines, Inc. ("ACL") (a “"Business Combination”") that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board Interstate Commerce Commission or any successor agency or regulatory body having jurisdiction over such transactions (the “"Agency”"), in each case, unlessUNLESS, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or ACL or all or substantially all of the assets of the Company or its principal subsidiary or ACL either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

Business Combination. Consummation of (x) a reorganization, merger or consolidation or sale merger, consolidation, share exchange or other business combination involving the Company or any of its subsidiaries or the disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (y) the acquisition of assets or stock of another entity by the Company or its principal subsidiary (either, a “Business Combination”) that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “Agency”), in each caseexcluding, unlesshowever, following such any Business Combination: Combination pursuant to which: (iA) all or substantially all of the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act), respectively, of the then outstanding shares of common stock of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company Common Stock and (the “Outstanding Company Voting Securities Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of, respectively, of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors, as directors (or in the selection of any other similar governing body in the case may be, of an entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiariesdefined below) in substantially the same proportions as their ownership, immediately prior to such Business Combination, ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as immediately prior to the case may be; (ii) no Person (excluding any corporation resulting from consummation of such Business Combination (that is, excluding any outstanding voting securities of the Surviving Corporation that such beneficial owners hold immediately following the consummation of the Business Combination as a result of their ownership prior to such consummation of voting securities of any company or other entity involved in or forming part of such Business Combination other than the Company); (B) no person (other than the Company, any subsidiary of the Company, any employee benefit plan (or related trust) of the Company or any of its subsidiaries or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company) or group (as such corporation resulting from such Business Combinationterm is defined in Rule 13d-3 under the Exchange Act) beneficially owns, directly or indirectly, becomes the beneficial owner of 20% or more of, respectively, of either (1) the then outstanding shares of common stock (or similar securities or interests in the case of entity other than a corporation) of the corporation resulting from such Business Combination Surviving Corporation, or (2) the combined voting power of the then outstanding voting securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation); and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the corporation Surviving Corporation; where for purposes of this subsection (ii), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or;

Business Combination. Consummation Approval by the shareholders of the -------------------- Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or its principal subsidiary (a “"Business Combination”") that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the “"Agency”"), in each case, unless, following such Business ------ Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or its principal subsidiary or all or substantially all of the assets of the Company or its principal subsidiary either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or