GNC 2008 Annual Report Download - page 179

(ii) any offer subsequent to an Initial Public Offering;
(iii) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to employees, officers,
independent directors, consultants or advisors to the Company or its subsidiaries;
(iv) as consideration to any third party in connection with (x) the bona fide acquisition of the assets or securities of or (y) the receipt of services from,
any Person in any transaction approved by the Board;
(v) as an inducement to a third party investor (in its capacity as a lender) in connection with any bona fide debt financing, subject to terms and
conditions approved by the Board; and
(vi) any offering with respect to which both Ares and Teachers notify the Company that they will not exercise their preemptive right pursuant to
Section 4.05(a).
"Encumbrance" means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement,
encumbrance or other right of third parties, voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the
future, and any contingent sale or other title retention agreement or lease in the nature thereof.
"Fair Market Value" of any asset or security of the Company means the fair market value of such asset or security as determined in the good faith
judgment of the Board, which shall include a majority of the independent directors on the Board.
"GAAP" means generally accepted accounting principles, consistently applied, in the United States.
"Indentures" means (i) the Indenture, dated as of March 16, 2007, entered into by Centers and certain of its subsidiaries, governing Centers' senior
floating rate toggle notes due 2014, as the same may be amended, modified, waived, refinanced or replaced from time to time with other indebtedness
(whether under a new indenture, note or otherwise); and (ii) the Indenture, dated as of March 16, 2007, entered into by Centers and certain of its subsidiaries,
governing Centers' senior subordinated notes due 2015, as the same may be amended, modified, waived, refinanced or replaced from time to time with other
indebtedness (whether under a new indenture, note or otherwise).
"Initial Public Offering" means a bona fide underwritten initial public offering of common stock of the Company pursuant to an effective registration
statement filed under the 1933 Act (excluding registration statements filed on Form S-8, any similar successor form or another form used for a purpose similar
to the intended use for such forms).
"Joinder Agreement" means a joinder agreement, a form of which is attached hereto as Exhibit A.
"Lock-up Period" has the meaning set forth in Section 5.06(a).
"Material Subsidiary" means each "Significant Subsidiary" of the Company, as defined in Rule 1-02 of Regulation S-X promulgated under the 1933
Act.