GNC 2008 Annual Report Download - page 186

(b) The Company shall have 15 days after the Offeror delivered the Offer Notice to notify the Offeror and the Offerees that it irrevocably accepts such
offer in accordance with a determination made by the Board as to all or any portion of the Subject Securities offered to the Company for the Sale Price and on
the payment terms set forth in the Offer Notice, which notice shall specify the maximum number of Subject Securities it wishes to purchase.
(c) If the Company accepts such offer with respect to all of the Subject Securities, the closing of the purchase of such Subject Securities shall take place
at the principal office of the Company at 10:00 a.m. on the 30th calendar day (unless such day is not a Business Day, in which case it will occur on the next
Business Day) after the date on which the Offer Notice was delivered unless the parties agree on a different place or time, subject to the satisfaction of any
Conditions in which case, such closing shall be delayed pending satisfaction of such Conditions. The Sale Price shall be payable in accordance with the
payment terms of the Offer Notice.
(d) If the Company does not notify the Offeror that it accepts the offer as to all of the Subject Securities as provided by Section 4.01(b) above, then the
Offeror shall give a second written notice (the "Second Offer Notice") of its proposed Transfer to the Offerees, that sets forth the number of Subject
Securities, the number of Subject Securities, if any, as to which the Company has notified the Offeror that it will purchase from the Offeror, the number and
type of Subject Securities the Company is not purchasing and that are being offered to the Offerees pursuant to such Second Offer Notice, the Sale Price, the
manner or payment and the material terms of such proposed Transfer (including the purchase price per share and the identity of the proposed transferor). The
Second Offer Notice shall constitute an irrevocable offer by the Offeror to sell to the Offerees the Subject Securities the Company has not agreed to purchase
under Section 4.01(b) at the Sale Price on the terms set forth in the Offer Notice.
(e) Each Offeree shall have 15 days after the Offeror delivered the Second Offer Notice to notify the Offeror and the other Offerees that it accepts such
offer as to all or any portion of the Subject Securities offered to such Offeree for the Sale Price and on the payment terms set forth in the Second Offer Notice.
In the event one or more Offerees accept such offer and the maximum amount of Subject Securities specified in the notices delivered by such Offerees
exceeds, in the aggregate, the amount of Subject Securities subject to such offer, such Subject Securities shall be apportioned among such Offerees in
proportion to the shares of Stock held by such Offerees.
(f) If one or more Offerees accept such offer with respect to all of the Subject Securities, the closing of the purchase of such Subject Securities shall
take place at the principal office of the Company at 10:00 a.m. on the 30th calendar day (unless such day is not a Business Day, in which case it will occur on
the next Business Day) after the date on which the Second Offer Notice was delivered unless the parties agree on a different place or time, subject to the
satisfaction of any Conditions, in which case, such closing shall be delayed pending satisfaction of all Conditions. The Sale Price shall be payable in
accordance with the payment terms of the Second Offer Notice.
(g) If following the date 15 days after the Offeror delivered the Second Offer Notice there are any Subject Securities that have not been elected to be
purchased by either the Company or the Offerees, the Offeror shall have the right, subject to Section 4.02, to sell any of the Subject Securities not purchased
by the Company or the Offerees for a period of 120 days (the "Sale Period") at a price per share no less than the price per share specified in the Offer Notice
and on terms not materially more favorable to the transferees thereof than offered to the Company and the Offerees in the Offer Notice and the Second Offer
Notice. Upon consummation of the purchase and sale of such Subject Securities, the purchaser of such Subject Securities shall agree in writing to be bound by
the terms of this Agreement and to assume and agree to discharge any and all obligations of the Offeror hereunder. If the Offeror does not Transfer