GNC 2008 Annual Report Download - page 197

Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular
Stockholder(s) from participating in such offering (e.g., the exclusion of members of management) as to all or any portion of such Stockholder's Common
Stock, the Company shall so advise such Stockholder(s) and all or such portion of such Stockholder's Common Stock shall be excluded from such registration
to the extent determined by such underwriter.
SECTION 5.02. Demand Registration Rights.
(a) Right to Demand. Subject to Section 5.02(b) below, at any time or from time to time following the earlier of (i) an Initial Public Offering, (ii) the
date of the Original Agreement if Ares and Teachers are acting together or (iii) the date 5 years after the date of the Original Agreement, Ares or Teachers, or
both Ares and Teachers together, as the case may be (the "Demand Holder"), may make a written request, which request will specify the aggregate number of
Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the "Request Notice") to the Company for registration
with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand
Holder (a "Demand Registration"); provided, that (i) the Company may, if the Board so determines that due to a pending or contemplated material acquisition
or disposition or public offering or other material event involving the Company or any of its subsidiaries (a "Valid Business Reason") it would be inadvisable
to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing
the Demand Holder written notice (the "Delay Notice"), defer such Demand Registration for a single period set forth in such Delay Notice with respect to
such Demand Registration not to exceed 90 days; and the Company shall not postpone or delay a Demand Registration under this Section 5.02 more than once
in any 12-month period. A registration pursuant to this Section 5.02 will be on such appropriate form of the Commission as shall be selected by the Demand
Holder and be reasonably acceptable to the Company and as shall permit the intended method or methods of distribution specified by the Demand Holder,
including a distribution to, and resale by, the partners of any Demand Holder.
The Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days or
(y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the "Effectiveness
Period"). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90-day period following an
Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 5.06. Upon any such request for a
Demand Registration, the Company will deliver any notices required by Section 5.01 and thereupon the Company will, subject to Section 5.01(c) and 5.02(f)
hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of:
(i) the Registrable Securities which the Company has been so requested to register by the Demand Holder as contained in the Request Notice and
(ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders, all to the extent required to permit the
disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such
Registrable Securities.
(b) Number of Demand Registrations. The Company will not be required to effect more than 4 registrations pursuant to this Section 5.02 upon the
request of the Ares Investors and will not be required to effect more than 4 registrations pursuant to this Section 5.02 upon the request of the