GNC 2008 Annual Report Download - page 198

Teachers Investors; provided that, at any time in which the Company is eligible to register shares of Common Stock on Form S-3 (or any successor form), the
Demand Holder shall have an unlimited number of demand registrations on Form S-3.
(c) Revocation. The Demand Holder may, at any time prior to the effective date of the registration statement relating to such Demand Registration,
revoke such request by providing a written notice thereof to the Company and only if it complies with this Section 5.02(c). Subject to Section 5.02(d), the
Demand Holder shall reimburse the Company for all its reasonable out-of-pocket expenses incurred in the preparation, filing and processing of the
Registration Statement. If pursuant to the terms of this Section 5.02(c), the Demand Holder reimburses the Company for its reasonable out-of-pocket expenses
incurred in the preparation, filing and processing of the Registration Statement or if the Demand Holder is not required to pay such expenses pursuant to
Section 5.02(d), the attempted registration shall not be deemed to be a Demand Registration.
(d) Effective Registration. A registration will not count as a Demand Registration and the Demand Holder shall not be required to reimburse the
Company for its expenses incurred in the preparation, filing and processing of any registration statement pursuant to Section 5.02(c):
(i) if the Demand Holder determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be
registered by the Demand Holder due to a material adverse change in the Company (other than as a result of any action by the Demand Holder);
(ii) if such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or
court for any reason (other than as a result of any act by the Demand Holder) and the Company fails to have such stop order, injunction or other order or
requirement removed, withdrawn or resolved to the Demand Holder's satisfaction;
(iii) if the Demand Holder requests that the Company withdraw the registration at any time during the period specified in a Delay Notice or within
10 days thereafter; or
(iv) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to
any such demand are not satisfied (other than as a result of a default or breach thereunder by the Demand Holder).
(e) Selection of Underwriters. If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the
Demand Holder will have the right to select the managing underwriter(s) to administer the offering subject to the approval of the Company, which approval
will not be unreasonably withheld, conditioned or delayed.
(f) Priority on Demand Registrations. If the managing underwriter or underwriters of a Demand Registration advise the Company in writing that in its
or their opinion the number of Registrable Securities proposed to be sold in such Demand Registration exceeds the number which can be sold without
adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company will include
in such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in such offering without
such material adverse effect. The Registrable Securities to be included in such Demand Registration shall be apportioned pro rata among the Demand Holder
and the Piggyback Stockholders according to the total number of shares of the Registrable Securities requested for inclusion by the