The special resolution concerning the adoption by GoldTrust of the Polar Proposal (as defined in the Circular) was defeated by way of ballot.
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Alternative Proposal has the meaning set forth in Section 6.2(b).
Transaction Proposal has the meaning specified in Section 8.02(c).
Proposal means the Technical Proposal and the Financial Proposal.
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.
Superior Proposal has the meaning set forth in Section 5.09(a).
Company Superior Proposal shall have the meaning set forth in Section 7.4(b).
Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.
Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Request for Proposal or “RFP” means all documents, including those attached or incorporated by reference, used for soliciting proposals.
Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.
Transaction Proposals has the meaning specified in Section 8.2(b).
Business Combination Proposal has the meaning set forth in Section 5.8.
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.