GNC 2008 Annual Report Download - page 188

other Stockholder and (z) other than on a several (and not a joint and several) basis with the other Stockholders. No Tag-Along Stockholder shall be required
to participate in any escrow relating to such Tag-Along Sale in excess of such Tag-Along Stockholder's pro rata participation in the Tag-Along Sale (based on
proceeds to be received). If a Tag-Along Sale is consummated, each Tag-Along Stockholder shall pay its pro rata share of the reasonable costs incurred by
the Stockholder Transferor relating to the Tag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the
Company.
(d) The Stockholder Transferor shall have the right for a period of 120 days (which period may be extended to 180 days to satisfy any Conditions) after
the expiration of the 10-day period referred to in Section 4.02(b) to Transfer the Shares subject to the Tag-Along Notice (not otherwise sold by the other
Stockholders) to the Purchaser at a price not greater than the price contained in, and otherwise on terms and conditions not materially more favorable to the
Stockholder Transferor than those set forth in, the Tag-Along Notice. After the end of the 120-day period referred to in this Section 4.02(d), the Stockholder
Transferor will not effect Transfer of any shares of Stock that are the subject of the Tag-Along Notice without commencing de novo the procedures set forth
in this Section 4.02.
(e) If any shares of Stock are Transferred pursuant to this Section 4.02 to any Person which is not a party to this Agreement, such Person shall execute a
Joinder Agreement as a condition to the purchase of such shares and such shares shall continue to be subject to the provisions of this Agreement.
(f) The terms "Stockholder" and "Stockholder Transferor," as used in this Section 4.02 in the case of Ares, shall mean Ares and the Co-Investors as a
group; provided, that for purposes of Section 4.02(c), each of Ares and the Co-Investors shall be treated as separate Stockholders.
SECTION 4.03. Drag-Along Rights.
(a) If, (y) at any time after the date of the Original Agreement, Ares and Teachers acting together, or (z) at any time after March 31, 2012, either Ares or
Teachers (the "Selling Stockholder"), proposes, in any transaction or series of related transactions, directly or indirectly, to (i) Transfer to a Third Party at least
90% of their shares of Common Stock and Preferred Stock or (ii) sell all or substantially all of the assets of the Company and its consolidated subsidiaries to a
Third Party (whether by merger, consolidation, business combination or purchase of beneficial ownership or otherwise)(the "Drag-Along Sale") at any price,
then the Selling Stockholder shall have the right (but not the obligation) to require the other Stockholders to:
(i) sell all of their shares of Common Stock or Preferred Stock, as the case may be, at the same price per share and on the same terms and conditions
(including time of payment and form of consideration) as to be paid to the Selling Stockholder, provided, that in connection with a sale of all or
substantially all of the assets of the Company, the form of consideration received by Ares and Teachers may be different from that received by any other
Stockholder so long as (x) the consideration to be received by such other Stockholder is cash and (y) the per share value of the consideration to be received
by Ares and Teachers is the same or less than that to be received by such other Stockholder (as reasonably determined by the Board in good faith);
(ii) vote all of their Stock in favor of the transactions constituting such Drag-Along Sale;
(iii) waive their appraisal or dissenters' rights with respect to such Drag-Along Sale; and