GNC 2008 Annual Report Download - page 195

(xv) any change to senior management of the Company or any of its Material Subsidiaries, including employment of new members and termination of
existing members of senior management;
(xvi) the establishment, adoption, entering into, amendment or modification to or termination of any employee benefit plan of the Company or its
subsidiaries;
(xvii) any amendment to or waiver of any of the provisions of the Certificate of Incorporation or Bylaws or the organizational documents of the
Company or any of its subsidiaries, including the Certificate of Designation of the Series A Cumulative Preferred Stock of the Company;
(xviii) creating any committees of the Board;
(xix) entering into any direct or indirect transactions between the Company or any subsidiary of the Company, on the one hand, and (x) any of the
Stockholders or Affiliates or Related Persons of any of the Stockholders, (y) any Affiliate of the Company or any subsidiary of the Company or (z) any
officer, director or employee of the Company or any subsidiary of the Company (other than in the ordinary course of business as part of travel advances,
relocation advances or salary), on the other hand (including the purchase, sale, lease or exchange of any property, or rendering of any service or
modification or amendment of any existing agreement or arrangement), other than the payment of management fees to Ares or its Affiliates or Related
Persons or the declaration or payment of special dividends or rebates to Teachers (which management fees and special dividends shall be equal in amount);
(xx) the commencement of any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of the Company or
any of its subsidiaries in any form of transaction, making arrangements with creditors, or consenting to the entry of an order for relief in any involuntary
case, or taking the conversion of an involuntary case to a voluntary case, or consenting to the appointment or taking possession by a receiver, trustee or
other custodian for all or substantially all of its property, or otherwise seeking the protection of any applicable bankruptcy or insolvency law, other than
any such actions with respect to a non-Material Subsidiary where, in the good faith judgment of the Board, the maintenance or preservation of such
subsidiary is no longer desirable in the conduct of the business of the Company or any of its Material Subsidiaries;
(xxi) any change in the accounting policies of the Company;
(xxii) the appointment or removal of the Company's independent auditors; or
(xxiii) the entering into of any agreement to do any of the foregoing.
SECTION 4.07. Stockholder Veto Rights. The Stockholders agree that neither the Company nor any of its subsidiaries shall take, or be permitted to
take, any Significant Action if objected to in writing by Ares (provided that the Ares Investors continue to hold at such time at least 10% of the outstanding
Common Stock) or Teachers (provided that the Teachers Investors continue to hold at such time at least 10% of the outstanding Common Stock) prior thereto.