Transaction Proposal

Transaction Proposal. Means any of the following: (i) a transaction pursuant to which any Person (or "group" of Persons as such term is defined under Section 13(d) of the 1934 Act) other than the Investors (such other Person or "group", a "Third Party") acquires 15% or more of the outstanding shares of Company Common Stock; (ii) a merger or other business combination involving the Company pursuant to which any Third Party acquires securities representing 15% or more of the aggregate voting power of all outstanding... securities of the Company surviving the merger or business combination; or (iii) any other transaction pursuant to which any Third Party acquires control of assets of the Company having a fair market value equal to 25% or more of the fair value of all of the assets of the Company immediately prior to such a transaction; provided, however, that the term "Transaction Proposal" does not include the Private Placement. View More

Transaction Proposal. Any written bona fide proposal made by a third party relating to (i) any direct or indirect acquisition or purchase of all or substantially all of the assets of GSP Nutrition, (ii) any direct or indirect acquisition or purchase of a majority of the combined voting power of the Outstanding GSP Shares, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GSP Nutrition in which the other party thereto or its... stockholders will own 51% or more of the combined voting power of the parent entity resulting from any such transaction View More