GNC 2008 Annual Report Download - page 187

the Subject Securities before the end of the Sale Period, such Offeror may not sell any Subject Securities without repeating the foregoing procedures.
SECTION 4.02. Tag-Along Rights.
(a) Subject to compliance with Section 4.01, if a Stockholder (the "Stockholder Transferor") proposes to Transfer any shares of Stock to a Person (the
"Purchaser"), other than (i) in accordance with Section 4.03, 5.01 or 5.02, (ii) in connection with an Initial Public Offering, or (iii) to a Permitted Transferee of
such Stockholder (a "Tag-Along Sale"), the Stockholder Transferor shall give written notice (a "Tag-Along Notice") of such proposed Transfer to the other
Stockholders at least 15 days prior to the consummation of such proposed Tag-Along Sale setting forth:
(i) the total number and class of shares of Stock proposed to be Transferred to the Purchaser (the "Tag- Along Offered Shares") and the purchase price
per share of Stock,
(ii) the identity of the Purchaser; (iii) any other material terms and conditions of the proposed Transfer; (iv) the expected date of the proposed Transfer;
and
(v) an undertaking that each such Stockholder shall have the right (the "Tag-Along Right") to elect to sell up to its Pro Rata Portion of such Tag-Along
Offered Shares in accordance with the procedures set forth in Section 4.02(b).
(b) Upon delivery of a Tag-Along Notice, each Stockholder (other than the Stockholder Transferor) shall have the right, but not the obligation, to sell up
to its Pro Rata Portion of the Tag-Along Offered Shares at the same price per share, for the same form of consideration and pursuant to the same terms and
conditions as set forth in the Tag-Along Notice. If a Stockholder (other than the Stockholder Transferor) wishes to participate in the Tag-Along Sale, it shall
provide written notice to the Stockholder Transferor no later than 10 days after the date of the Tag-Along Notice. Such notice shall (A) set forth the number of
shares of Stock that such Stockholder elects to include in the Tag-Along Sale, which number shall not exceed its Pro Rata Portion of the Tag-Along Offered
Shares, and (B) constitute such Stockholder's binding agreement to sell such shares of Stock in the Tag-Along Sale on the terms and conditions applicable to
the Tag-Along Sale. The Stockholder Transferor shall not consummate the Tag-Along Sale unless the Purchaser purchases all of the shares of Stock requested
to be included in the Tag-Along Sale by the Tag-Along Stockholders on the same terms and conditions applicable to the Stockholder Transferor; provided,
that if the number of shares of Stock which the Stockholder Transferor and the Tag-Along Stockholders elect to sell in the Tag-Along Sale is more than the
Tag-Along Offered Shares, to the extent that the Purchaser does not elect to purchase such excess shares of Stock the number of shares of Stock to be sold by
the Stockholder Transferor and each Tag-Along Stockholder shall be reduced on a pro rata basis according to the proportion which the number of shares of
Stock which each such party elects to have included in the Tag-Along Sale bears to the total number of shares of Stock elected by all such parties to have
included in the Tag-Along Sale.
(c) No Tag-Along Stockholder shall be required to make any representations and warranties in connection with such sale that (i) are not being made by
the Stockholder Transferor and the other Tag-Along Stockholders or (ii) relate to the Stockholder Transferor or any other Tag-Along Stockholder. No Tag-
Along Stockholder shall be liable in respect of any indemnification provided in connection with a Tag-Along Sale (x) in excess of the consideration received
by such Tag-Along Stockholder in such Tag-Along Sale, (y) for the breach of any representations or warranties made by any