GNC 2008 Annual Report Download - page 182

"Required Approval" means the approval of a majority of the directors on the Board (or on any duly appointed committee thereof that has at least one
Ares Director (provided that the Ares Investors continue to hold at such time at least 10% of the outstanding Common Stock) and one Teachers Director
(provided that the Teachers Investors continue to hold at such time at least 10% of the Outstanding Common Stock)), including a majority of each of the Ares
Directors (provided that the Ares Investors continue to hold at such time at least 10% of the outstanding Common Stock) and the Teachers Directors
(provided that the Teachers Investors continue to hold at such time at least 10% of the outstanding Common Stock) on the Board or such committee, as the
case may be.
"Sale Period" has the meaning set forth in Section 4.01(g).
"Sale Price" has the meaning set forth in Section 4.01(a).
"Second Offer Notice" has the meaning set forth in Section 4.01(d).
"Selling Stockholder(s)" has the meaning set forth in Section 4.03.
"Senior Credit Facility" means the Credit Agreement, dated as of March 16, 2007, among GNC Corporation, Centers, the several banks and other
financial institutions or entities from time to time parties to the Credit Agreement, J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as
joint lead arrangers, Goldman Sachs Credit Partners L.P. as syndication agent, and JPMorgan Chase Bank, N.A. as administrative agent, as the same may be
amended, modified, waived, refinanced or replaced from time to time with other indebtedness or receivables financing (whether under a new credit
agreement, indenture, note or otherwise).
"Significant Action" has the meaning set forth in Section 4.06(b).
"Spousal Consent" means a spousal consent, a form of which is attached hereto as Exhibit B.
"Stock" means, collectively, the Preferred Stock and the Common Stock.
"Stockholder Transferor" has the meaning set forth in Section 4.02(a).
"Stockholder" and "Stockholders" has the meaning set forth in the recitals to this Agreement.
"Stock Option Plan" means the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan.
"Subject Securities" has the meaning set forth in Section 4.01(a).
"Tag-Along Notice" has the meaning set forth in Section 4.02(a).
"Tag-Along Offered Shares" has the meaning set forth in Section 4.02(a)(i).
"Tag-Along Right" has the meaning set forth in Section 4.02(a)(vi).
"Tag-Along Sale" has the meaning set forth in Section 4.02(a).
"Tag-Along Stockholder" means a Stockholder that elects to participate in a Tag-Along Sale pursuant to Section 4.02 hereof, and (if applicable) a Co-
Investor that elects to participate in a Tag-Along Sale pursuant to the Co-Investors Agreement.