GNC 2008 Annual Report Download - page 183

"Teachers" means Ontario Teachers' Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario
(Canada).
"Teachers Directors" has the meaning set forth in Section 4.06(a)(ii)(B).
"Teachers Investors" means Teachers and its Related Persons and their Permitted Transferees.
"Third Party" means, with respect to any Stockholder, any Person other than a Related Person to such Stockholder.
"Transfer" means the direct or indirect offer, sale, lease, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation,
encumbrance, gift, bequest or transfer or disposition of any interest (legal or beneficial) in any security (including transfer by reorganization, merger, sale of
substantially all of the assets or by operation of law).
"Transferee" means any Person who receives shares of Stock from a Stockholder and who is not a Permitted Transferee.
"Valid Business Reason" has the meaning set forth in Section 5.02(a).
SECTION 1.02. Rules of Construction.
(a) Whenever a threshold for the amount invested in Stock of the Company or the percentage of ownership of Stock is to be determined as to a
Stockholder, (i) the investments and the beneficial ownership of Permitted Transferees of such Stockholder shall be aggregated with the investments and
beneficial ownership of such Stockholder and (ii) in the case of Ares, the investments and the beneficial ownership of the Co-Investors and their respective
Permitted Transferees shall also be aggregated with the investments and beneficial ownership of Ares.
(b) Any provision of this Agreement that refers to the words "include," "includes" or "including" shall be deemed to be followed by the words "without
limitation." References to numbered or letter articles, sections and subsections refer to articles, sections and subsections, respectively, of this Agreement
unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the exhibits and schedules attached hereto.
References to a Section, paragraph, Exhibit or Schedule, such reference shall be to a Section or paragraph of, or Exhibit or Schedule to, this Agreement unless
otherwise indicated. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement. The word "or" when used in this Agreement is not exclusive. The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such
term. Any agreement, instrument, law or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such
agreement, instrument, or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated
therein. References to a Person are also to its permitted successors and assigns. In the event that any claim is made by any Person relating to any conflict,
omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was
prepared by or at the request of a particular Person or its counsel.