GNC 2012 Annual Report Download - page 127

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right is exercisable immediately or only after the passage of time. The term "beneficially own" shall have a correlative meaning.
(c) Board: The Board of Directors of the Company.
(d) Change of Control: the occurrence of any of the following events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, is or becomes the beneficial owner, directly or indirectly, of more than 35% of the total voting power
of the then outstanding Voting Securities of the Company; provided, that no Change of Control shall be deemed to have occurred
under this paragraph (i) if the Permitted Holders either (a) beneficially own (as defined above), directly or indirectly, (x) in the
aggregate more than 40% of the total voting power of the then outstanding Voting Securities of the Company and (y) a greater
percentage of the total voting power of the then outstanding Voting Securities of the Company than any other person or (b) have the
right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board;
(ii) during any period of two consecutive years, individuals who at the beginning of such period
constituted the Board (together with any new members of the Board whose election by such Board or whose nomination for election
by the equityholders of the Company was approved by a vote of the majority of the members of the Board then still in office who were
either members of the Board at the beginning of such period or whose election or nomination for election was previously so approved
including new members of the Board designated in or provided for in an agreement regarding the merger, consolidation or sale,
transfer or other conveyance, of all or substantially all of the assets of the Company, if such agreement was approved by a vote of such
majority of members of the Board) cease for any reason to constitute a majority of the Board then in office;
(iii) the adoption by the holders of Capital Stock of the Company of any plan or proposal for the
liquidation or dissolution of the Company by way of merger, consolidation or otherwise; or
(iv) the merger or consolidation of the Company with or into another Person or the merger of another
Person with or into the Company, or the sale of all or substantially all the assets of the Company and its subsidiaries, taken as a whole,
to another Person (other than to a subsidiary of the Company or to one or more Permitted Holders or any entity controlled by one or
more Permitted Holders), in which, in the case of any such merger, consolidation or sale, the securities of the Company that are
outstanding immediately prior to such transaction and that represent 100% of the aggregate Voting Securities of the Company are
changed into or exchanged for cash, securities or property; provided, that no Change of Control shall be deemed to have occurred
under this paragraph (iv) if pursuant to such transaction the securities of the Company are changed into or exchanged for, in addition
to any other consideration, securities of the surviving Person that represent immediately after such transaction, (a) at least 30% of the
aggregate voting power of the Voting Securities of the surviving Person and (b) a greater percentage of the Voting Securities of the
surviving Person than the percentage of such Voting Securities beneficially owned by any other person.
2