GNC 2008 Annual Report Download - page 189

(iv) otherwise, participate in such Drag-Along Sale to the extent reasonably requested by the Selling Stockholder;
provided, that, neither Ares nor Teachers may exercise its rights pursuant to clause (z) of this Section 4.03(a) (without limiting any right pursuant to clause
(y)), if in the Drag-Along Sale the price per share of Common Stock is less than two times its issue price or any share of Preferred Stock is to be redeemed at
less than its accreted value (as adjusted for stock splits, stock dividends and reclassifications).
(b) Each Stockholder affirms that its agreement to vote for the approval of the transaction constituting the Drag-Along Sale under this Section 4.03 is
given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect
throughout the time that this Section 4.03 is in effect.
(c) The Selling Stockholder shall, promptly upon determining the terms of the Drag-Along Sale, deliver to the other Stockholders written notice
specifying the material terms of the Drag-Along Sale (including the identity of the purchaser to which the Drag-Along Sale is proposed to be made, the price
per share to be paid and the expected closing date of the proposed Drag-Along Sale).
(d) In connection with the Drag-Along Sale, the Stockholders shall (i) make or agree to the same representations and warranties (with respect to all
matters other than those relating to the Selling Stockholder or any other Stockholder), covenants, indemnities and agreements as the Selling Stockholder
makes or agrees to make, (ii) if the Drag-Along Sale is consummated, pay their pro rata share (based on proceeds to be received) of the reasonable costs
incurred by the Selling Stockholder relating to the Drag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the
Company or the Third Party and (iii) participate on pro rata basis (based on proceeds to be received) in any hold-back, escrow, contingent consideration or
other similar items relating to the Drag-Along Sale.
(e) No such Stockholder shall be liable in respect of any indemnification in connection with the Drag-Along Sale (x) in excess of the consideration
received by such Stockholder therefrom, (y) for the breach of any representations or warranties made by the Selling Stockholder or any other Stockholder and
(z) other than on a several (and not a joint and several) basis with other Stockholders. No such Stockholder shall be required to participate in any hold back,
escrow, contingent consideration or other similar items relating to the Drag Along Sale in excess of such Stockholder's pro rata participation therein (based on
proceeds to be received).
(f) Each of the Stockholders shall (i) deliver at the closing of the Drag-Along Sale certificates evidencing the shares of Stock to be sold by such
Stockholder in the Drag-Along Sale, duly endorsed in blank or accompanied by written instruments of transfer in form and substance reasonably satisfactory
to the Selling Stockholder, and (ii) execute such other documents as the Selling Stockholder may reasonably request in order to consummate the Drag-Along
Sale at the time specified by the Selling Stockholder.
(g) Except as expressly provided in this Section 4.03, the Selling Stockholder shall have no obligation to any Stockholder with respect to the sale of any
shares of Stock owned by such Stockholder in connection with the Drag-Along Sale. Notwithstanding anything herein to the contrary, the Selling Stockholder
shall have no obligation to any other Stockholder as a result of any decision by the Selling Stockholder to accept or consummate, or not to accept or
consummate, any Drag-Along Sale (it being understood that any and all such decisions shall be made by the Selling Stockholder in its sole discretion).