GNC 2008 Annual Report Download - page 202

facilitate the disposition of such Registrable Securities (including effecting a stock split, combination of shares, recapitalization, or reorganization).
The Stockholders, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this
Section 5.03, will forthwith discontinue disposition of the Registrable Securities until the Stockholders' receipt of the copies of the supplemented or amended
prospectus contemplated by subsection (e) of this Section 5.03 or until it is advised in writing by the Company that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company,
each Stockholder will, or will request the managing underwriter or underwriters, if any, to, deliver, to the Company (at the Company's sole expense) all
copies, other than permanent file copies then in such Stockholder's possession, of the prospectus covering such securities current at the time of receipt of such
notice.
No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company, other than
representations and warranties regarding such holder, such holder's ownership of and title to the Registrable Securities to be sold in such offering, and its
intended method of distribution and any liability of any such holder under such underwriting agreement shall be limited to liability arising from breach of its
representations and warranties therein and shall be limited to an amount equal to the net amount received by such holder from the sale of Registrable
Securities pursuant to such registration statement.
SECTION 5.04. Registration Expenses.
(a) Subject to Section 5.02(c), in the case of any Registration, the Company shall bear all expenses incident to the Company's performance of or
compliance with Sections 5.01, 5.02 and 5.03 of this Agreement, including all Commission and stock exchange or National Association of Securities Dealers,
Inc. registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities), rating agency fees, printing expenses, messenger, telephone and delivery
expenses, fees and disbursements of counsel for the Company and all independent certified public accountants and any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions, or transfer taxes, if any, attributable to the
sale of Registrable Securities by a selling Stockholder or fees and expenses of more than one counsel representing the Stockholders selling Registrable
Securities under such Registration as set forth in Section 5.04(b) below).
(b) In connection with each registration initiated hereunder (whether a Demand Registration or a Piggyback Registration), the Company shall reimburse
the holders covered by such registration for the reasonable fees and disbursements of one law firm chosen by a majority of the number of shares of
Registrable Securities included in the Request Notice, in the event of a Demand Registration, and, in the case of a Piggyback Registration, the holders of a
majority of the number of shares of Registrable Securities included in such registration.
SECTION 5.05. Indemnification.
(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Stockholder, the underwriters selling such
Stockholder's Registrable Securities and their respective officers, directors, Affiliates and agents and each Person who controls (within the meaning of the
1933 Act or the 1934 Act) any of them, including any general partner or manager of any thereof, against all losses, claims, damages, liabilities and expenses
(including reasonable out-of-pocket counsel