GNC 2008 Annual Report Download - page 181

"Pro Rata Portion" means (i) with respect to any Tag-Along Stockholder, such portion of their Common Stock or Preferred Stock, as the case may be,
which represents the same percentage of the total number of shares of their Common Stock or Preferred Stock, as the case may be, held by them as the total
number of shares of Common Stock or Preferred Stock proposed to be sold by the Stockholder Transferor represents to the total number of shares of Common
Stock or Preferred Stock held by the Stockholder Transferor and (ii) in any other case, with respect to any Common Stock or Preferred Stock, as the case may
be, owned by a Stockholder at any date of determination, a fraction, the numerator of which is the number of shares of Common Stock or Preferred Stock, as
the case may be, owned by such Stockholder and the denominator of which is the number of shares of Common Stock or Preferred Stock, as the case may be,
owned by all Stockholders.
"Purchaser" has the meaning set forth in Section 4.02(a).
"Qualified Investor" means any Stockholder if such Stockholder, together with its respective Related Persons, at the date of determination, owns at
least 20% of the then outstanding Common Stock.
"Qualified Public Offering" means a bona fide underwritten 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) in which the net proceeds received by the Company (after underwriting discounts and commissions and transaction
expenses) are at least $150,000,000.
"Registrable Securities" shall mean any of (i) the shares of Common Stock owned by any Stockholder or Co-Investor at the time of determination and
(ii) any other securities issued or issuable with respect to such shares of Common Stock by way of a stock split, stock dividend, reclassification, subdivision or
reorganization, recapitalization or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the offering of such securities by the holder thereof shall have been declared effective under the 1933 Act and such
securities shall have been disposed of by such holder pursuant to such registration statement, (b) such securities have been sold to the public pursuant to
Rule 144 (or any similar provision then in force) promulgated under the 1933 Act, (c) except for purposes of Section 5.02, such securities shall have been
otherwise transferred and new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company or its
transfer agent and any subsequent disposition of such securities shall not require registration or qualification under the 1933 Act or any similar state law then
in force or (d) such securities shall have ceased to be outstanding.
"Registration" has the meaning set forth in Section 5.03.
"Related Person" means, with respect to any Person, (a) an Affiliate of such Person, (b) any investment manager, investment advisor or general partner
of such Person, (c) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such
Person or a Related Person of such Person, and (d) any equity investor, partner, member or manager of such Person; provided, however, that no Person shall
be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Capital Stock of the Company.
"Representatives" means the officers, employees, directors and agents of such Stockholder, including representatives of its legal, accounting and
financial advisors.
"Request Notice" has the meaning set forth in Section 5.02(a).