GNC 2008 Annual Report Download - page 199

Demand Holder and the Piggyback Stockholders, or in such other proportions as shall mutually be agreed to among the Demand Holder and the Piggyback
Stockholders.
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 5.03. Registration Procedures. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Article V that the Stockholders requesting inclusion in any Piggyback Registration or Demand Registration (a "Registration") shall furnish to the Company
such information regarding them, the Registrable Securities held by them, the intended method of disposition of such Registrable Securities, and such
agreements regarding indemnification, disposition of such securities and other matters referred to in and consistent with this Article V, as the Company shall
reasonably request and as shall be required in connection with the action to be taken by the Company (such intended method of distribution may include a
distribution to, and resale by, the partners of the holders of any Registrable Securities). With respect to any Registration which includes Registrable Securities
held by a Stockholder, the Company will, subject to Sections 5.01 and 5.02:
(a) As promptly as possible (in the case of a Demand Registration, no more than 45 days after the Company's receipt of a Request Notice that is not for
a registration on Form S-3 or any successor or comparable form or in connection with an Initial Public Offering, no more than 60 days after the Company's
receipt of a Request Notice that is for a registration in connection with an Initial Public Offering and no more than 30 days after the Company's receipt of a
Request Notice that is for a registration on Form S-3 or any successor or comparable form) prepare and file with the Commission a registration statement on
the appropriate form prescribed by the Commission for such intended method of disposition, use its reasonable best efforts to cause such registration
statement to become effective as soon as practicable thereafter; provided, that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to counsel representing the Stockholders selling Registrable Securities under such Registration copies of all
documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such counsel; provided, further, that the
Company shall not be obligated to maintain such registration effective for a period longer than the Effectiveness Period;
(b) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement and any documents required
to be incorporated by reference therein as may be necessary to keep the registration statement effective for a period of not less than the Effectiveness Period
(but not prior to the expiration of the time period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable); cause the prospectus to
be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act and comply with the
1933 Act in a timely manner; and comply with the provisions of the 1933 Act applicable to it with respect to the disposition of all Registrable Securities
covered by such registration statement during the applicable period in accordance with the intended method or methods of disposition by the sellers thereof set
forth in such registration statement or supplement to the prospectus;
(c) Promptly incorporate in a prospectus supplement or post-effective amendment such information as the underwriter(s) or the Demand Holder
reasonably request to be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such
prospectus supplements or post-effective amendments as soon as practical after being notified of the matters to be incorporated in such supplement or
amendment;