GNC 2008 Annual Report Download - page 201

supply all such information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with such registration
statement;
(j) In connection with the preparation and filing of each Registration, the Company shall give each holder of Registrable Securities included in such
Registration, the underwriter(s) and their respective counsel, accountants and other representatives and agents the opportunity to participate in the preparation
of each registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto and
comparable statements under the securities or blue sky laws of any jurisdiction and give each of the foregoing Persons access to the books and records,
pertinent corporate and business documents and properties of the Company and its subsidiaries and such opportunities to discuss the business and affairs of
the Company and its subsidiaries with the respective directors, officers, employees, agents, representatives and the independent public accountants who have
certified the Company's consolidated financial statements, and supply all other information and respond to all other inquiries requested by such holders,
underwriter(s), counsel, accountants and other representatives and agents as shall be necessary or appropriate, in the opinion of such holders or underwriter(s),
to conduct a reasonable investigation within the meaning of the 1933 Act, and the Company shall not file any registration statement or amendment thereto or
any prospectus or supplement thereto to which such holder or such underwriter(s) shall object;
(k) Cause its employees to participate in "road shows" and other presentations as reasonably requested by the underwriters in connection with such
Registration;
(l) Deliver promptly to counsel representing the Stockholders selling Registrable Securities under such Registration and each underwriter, if any,
participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors, and
all memoranda relating to discussions with the Commission or its staff with respect to such Registration; and
(m) On or prior to the date on which the registration statement is declared effective, use its reasonable best efforts to (i) register or qualify, and
cooperate with such underwriter or underwriters, if any, and their counsel in connection with the registration or qualification of, the securities covered by the
registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the managing
underwriter or underwriters, if any, requests in writing, to use its reasonable best efforts to keep each such registration or qualification effective, including
through new filings, or amendments or renewals, during the Effectiveness Period and do any and all other acts or things necessary or advisable to enable the
disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided, that the Company will not be
required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service
of process in any such jurisdiction where it is not then so subject, (ii) obtain a cold comfort letter from the Company's independent public accountants in
customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters, and the
Company shall use its reasonable best efforts to cause such cold comfort letter to also be addressed to the holders of such Registrable Securities, (iii) obtain an
opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion
shall be addressed to the underwriters and the holders of such Registrable Securities, and (iv) enter into and perform its obligations under such customary
agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities
included in the Request Notice, in the case of a Demand Registration, or the holders of a majority of the Registrable Securities being sold or the underwriters,
if any, in the case of a Piggyback Registration, reasonably request in order to expedite or