GNC 2008 Annual Report Download - page 193

(2) in the case of any Teachers Director, upon the written request of Teachers; and
(3) in the case of the CEO Director, upon the election of a new chief executive officer of the Company.
(iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be a member of the Board,
whether by resignation or otherwise, the election to the Board as promptly as possible:
(1) in the case of a vacancy by any Ares Director, an individual designated by Ares;
(2) in the case of a vacancy by any Teachers Director, an individual designated by Teachers; and
(3) in the case of a vacancy by the CEO director, the then-current chief executive officer of the Company.
(b) Board Veto Rights. Each of the following actions (each, a "Significant Action") will require the Required Approval:
(i) the merger or consolidation of the Company or any of its subsidiaries (other than a merger or consolidation of the Company with any of its
subsidiaries or any of the Company's subsidiaries with any other of the Company's subsidiaries), whether or not to effect an acquisition or divestiture;
(ii) entering into any corporate transaction, including any joint venture, investment (other than an investment in, contract with or acquisition of any
securities or assets of any of the Company's wholly owned subsidiaries), recapitalization, reorganization or contract with any other Person or acquisition of
any securities or assets of another Person, whether in a single transaction or series of related transactions, in excess of $45 million;
(iii) any Transfer of assets of the Company or its subsidiaries in any transaction or series of related transactions (other than any Transfer of assets of any
wholly owned subsidiary of the Company to the Company or any of the Company's other wholly owned subsidiaries), in each case, other than (i) inventory
sold in the ordinary course of business, or (ii) any Transfer of assets in a single transaction or series of related transactions with a Fair Market Value of less
than or equal to $45 million;
(iv) the issuance of any Capital Stock of the Company or of any subsidiary of the Company, other than (x) issuances to the Company or any of the
Company's wholly owned subsidiaries or (y) issuances upon the exercise of stock options issued to an officer, director or employee of the Company
pursuant to a management incentive plan, employment agreement or other arrangement approved by the Required Approval;
(v) the guarantee, assumption, incurrence or refinancing of indebtedness for borrowed money by the Company or any of its subsidiaries (including
indebtedness of any other Person existing at the time such other Person is merged with or into or became a subsidiary of, or substantially all of its business
and assets were acquired by, the Company or such subsidiary and indebtedness secured by a lien encumbering any asset acquired by the Company or any
such