GNC 2008 Annual Report Download - page 184

ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Each of the parties hereby severally represents and warrants to each of the other parties as follows:
(a) Authority; Enforceability. Such party (i) has the legal capacity or organizational power and authority to execute, deliver and perform its obligations
under this Agreement and (ii) (in the case of parties that are not natural persons) is duly organized and validly existing and in good standing under the laws of
its jurisdiction of organization. This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of
such party, enforceable against it in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity (whether
applied by a court of law or of equity).
(b) Consent. No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such
party, other than those that have been made or obtained on or prior to the date hereof, in connection with (i) the execution or delivery of this Agreement or
(ii) the consummation of any of the transactions contemplated hereby. To the extent the Stockholder is a natural person and is married and is a resident of a
state governed by community property laws or similar laws relating to marital property, such Stockholder has delivered a Spousal Consent executed by his or
her spouse.
ARTICLE III.
SHARE TRANSFERS
SECTION 3.01. Restrictions on Transfer. Prior to the earlier of (i) an Initial Public Offering or (ii) the date 5 years after the date of the Original
Agreement, no Stockholder shall Transfer any shares of Stock, other than (y) a Transfer mutually agreed upon by Ares and Teachers or (z) a Transfer to one
of (I) the Company or (II) such Stockholder's Permitted Transferees; provided, that such Permitted Transferee, if not already a party hereto, shall execute a
Joinder Agreement or a joinder to the Co-Investors Agreement, as applicable, prior to such Transfer. Notwithstanding the foregoing, [(a)] Stockholders may
Transfer shares of Stock (A) as a Tag-Along Stockholder in accordance with the provisions of Section 4.02, (B) in accordance with the provisions of
Section 4.03, or (C) as required by the terms of the Stock Option Plan or the terms of any employment agreement or stock option grant to which the Company
is a party, and (b) on or prior to thirty days after the date of the Original Agreement, Ares may enter into an agreement to Transfer shares of Stock without
restriction under any provision of this Agreement (other than Sections 3.02 and 3.03) to any Person that is or becomes a Co-Investor under the Co-Investors
Agreement; provided, that immediately following such Transfer, Ares owns not less than 30,560,271 shares of Common Stock and 10,186,757 shares of
Preferred Stock.
SECTION 3.02. Restrictive Legend. Each certificate representing shares of Stock held by a Stockholder will bear a legend in substantially the following
form (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this
Agreement):
"The securities represented by represented by this Certificate have not been registered under the United States Securities Act of 1933, as
amended (the "Act"),