Common use of Mandatory Redemption of Warrants Clause in Contracts

Mandatory Redemption of Warrants. The Holder may (a) at any time and from time to time on or after the earlier of repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) under the Credit Agreement, (b) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (a "Determination Notice") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the Company, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due Date") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the Company. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption Right."

Mandatory Redemption of Warrants. The Holder may (a) at any time and from time to time on or after the earlier fourth anniversary of the Closing Date, (b) at any time and from time to time on or after the repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, Agreement and (bc) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice Notice, by notice to the Company (any such redemption pursuant to this clause (bc), a "Refinancing RedemptionREFINANCING REDEMPTION"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (a "Determination NoticeDETERMINATION NOTICE") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the Company, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due DateREDEMPTION DUE DATE") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the Company. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption RightMANDATORY REDEMPTION RIGHT"."

Mandatory Redemption of Warrants. d. The Holder may at the earlier to occur of (a) at any time and from time to time on or within 30 days after the earlier of date on which Cybex shall have delivered a Refinancing Notice (any such redemption pursuant to this clause (a) a “Refinancing Redemption”), (b) on or within 30 days after the repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Financing Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, (b) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice Financing Agreement (any such redemption pursuant to this clause (b), ) a "Refinancing “Repayment Redemption"), ”) or (c) at any time and from time to time on or after the fifth anniversary within 10 days of the Original Closing Datedate on which Cybex shall have delivered a Company Sale Notice or a Going Private Notice to the Holder (any such redemption pursuant to this clause (c) a “Restructuring Redemption”), by notice to the Company Cybex, demand a determination of the Redemption Price (a "“Determination Notice"”) for purposes of this Section 5.2. Within 30 10 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company Cybex shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 15 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price Price, the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the CompanyCybex, payable on the closing date (or the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Repayment Redemption) of any such Refinancing, on the closing date of such refinancing) Company Sale or Going Private Transaction (any such date, the "“Redemption Due Date"”) in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency Redemption, or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City Charlotte, North Carolina, specified by notice to the CompanyCybex. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company Cybex may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company Cybex in accordance with this Section. If, however, any Refinancing, Company Sale or Going Private Transaction does not close, Cybex shall not have an obligation to redeem the Holder’s Warrants. Notwithstanding anything to the contrary stated above, in the event of a Refinancing Redemption or a Repayment Redemption, Cybex shall not be required to redeem Warrants for shares of Voting Common Stock to the extent, and only to the extent, that the Redemption Price for all Warrants to be redeemed exceeds, in the aggregate, $300,000. The Holder's ’s right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "’s “Mandatory Redemption Right”."

Mandatory Redemption of Warrants. The Holder may at the earlier to occur of (a) at any time and from time to time on or within 30 days after the earlier of repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Financing Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Financing Agreement, (b) on or within 30 days after the date on which the Company Avatech shall have delivered a Refinancing Notice Notice, by notice to Avatech (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), or (c) at any time and from time to time on or within 30 days after the fifth third (3rd) anniversary of the Original Closing Datedate hereof, by notice to the Company demand a determination of the Redemption Price (a "Determination Notice") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company Avatech shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the CompanyAvatech, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due Date") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City Charlotte, North Carolina, specified by notice to the CompanyAvatech. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company Avatech may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company Avatech in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption Right"."

Mandatory Redemption of Warrants. The Holder may (a) at any time and from time to time on or after the earlier of (i) the fourth anniversary of the Closing Date and (ii) the repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, Agreement and (b) on or within 30 days after the date on which the Company Holdings shall have delivered a Refinancing Notice Notice, by notice to Holdings (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (a "Determination Notice") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company Holdings shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the CompanyHoldings, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due Date") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the CompanyHoldings. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company Holdings may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company Holdings in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption Right"."

Mandatory Redemption of Warrants. The Holder may (a) at any time -------------------------------- and from time to time on or after the earlier of repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, or (b) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (such demand, a "Determination Notice") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing RedemptionRedemption or IPO Redemption (both as defined below), 15 days) after receipt of notice of the Redemption Price (either pursuant to a Determination Notice or as required pursuant to Section 5.5), the Holder may demand redemption of this Warrant, in whole or in partpart (but no more than once in any period of 180 days), at the Redemption Price by notice to the Company, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption or an IPO Redemption, on the closing date of such refinancing) (refinancing or Qualified IPO; any such date, the "Redemption Due Date") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the Company. Thereupon, the right to purchase shares of Non-Voting Class C Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section; provided that, in the case of an optional redemption scheduled to occur -------- as a result of the delivery of a Refinancing Notice (a "Refinancing Redemption") or as a result of the delivery of an IPO Notice (an "IPO Redemption"), the Holder shall have the right to withdraw any election made to exercise the Warrant in anticipation of such event, and the Warrant shall be reinstated, if such refinancing or Qualified IPO shall not occur on or before the date specified in the applicable notice upon substantially the terms and conditions specified in such notice. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption Right."

Mandatory Redemption of Warrants. (a) The Holder may (ax) at any time and from time to time on or after the earlier of (i) the fifth anniversary of the Closing Date (as defined in the Credit Agreement) and (ii) repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, Agreement and (by) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice (any such redemption pursuant to this clause (by), a "Refinancing Redemption"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (a "Determination Notice") for purposes of this Section 5.25.02. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption PriceDetermination Notice. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the Company, payable on the third thirtieth Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due Date") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the Company. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption Right.",

Mandatory Redemption of Warrants. The Holder may demand a determination of the Redemption Price (aa “Determination Notice”) at any time and from time to time on or after the earlier of earliest of: (a) on or within thirty (30) days after the repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination cash of the Loans (as defined in Note and all of the Credit Agreement) Company’s other Obligations under the Credit Agreement, (b) on or within 30 thirty (30) days after the date on which the Company shall have delivered a Refinancing Notice to Holder (any such redemption pursuant to this clause (b), a "“Refinancing Redemption"”), (c) on or within thirty (30) days after the date on which Company shall have delivered a Liquidity Notice to Holder (any such redemption pursuant to this clause (c), a “Liquidity Redemption”), (d) upon any acceleration of any Obligations under the Credit Agreement, or (ce) at any time and from time to time on or after September 23, 2012. Company shall thereupon promptly proceed with the fifth anniversary of the Original Closing DateFair Market Value procedures in Section 3.2 hereof, by notice to and the Company demand a determination of the Redemption Price Determination provided for in Section 3.2(a) shall be determined within thirty (a "Determination Notice"30) for purposes of this Section 5.2. Within 30 days (or, or in the case of a Refinancing Redemption or Liquidity Redemption, 5 daysfive (5) Business Days) after the receipt of any the Determination Notice from Notice. Upon determination of the HolderFair Market Value of Company per Stock Unit, the Company shall promptly give to the Holder notice of the Redemption PricePrice of this Warrant, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 thirty (30) days (or, in the case of a Refinancing Redemption or Liquidity Redemption, 15 daysfifteen (15) Business Days) after receipt of notice of the Redemption Price Price, the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the Company, payable on the third Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemptionrefinancing or repayment redemption, on the closing date of such refinancingevent, if earlier) (any such date, the "“Redemption Due Date"”). The Redemption Price shall be paid in one or a combination of the following methods, as determined by the Company in its discretion: (1) in immediately available funds to the Holder, or (2) by delivery to Holder of Company’s Common Stock in the number of shares issuable under this Warrant not otherwise redeemed by the foregoing cash payment which stock shall be registered under the Securities Act and shall be in compliance with Section 1.3 hereof, in either case upon surrender of this Warrant at the Warrant Agency orAgency; provided, that if requested by any Obligations under Credit Agreement are to remain outstanding after the HolderRedemption Due Date, without surrender then any redemption pursuant to this Section 5.1 shall require the consent of this Warrant, by wire transfer to any account the Agent (as defined in New York City specified by notice to the CompanyCredit Agreement). Thereupon, the right to purchase shares of Non-Voting Common Stock Units theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section. The Holder's ’s right to demand redemption of this Warrant pursuant to this Section 5.2 5.1 shall be referred to hereinafter as the Holder's "’s “Mandatory Redemption Right”."

Mandatory Redemption of Warrants. The Holder may (a) at any time and from time to time on or after the earlier fifth anniversary of the Closing Date, (b) at any time and from time to time on or after the repayment in full of all principal of and premium and interest on the Notes (as defined in the Credit Agreement) and the termination of the Loans (as defined in the Credit Agreement) Commitments under the Credit Agreement, Agreement and (bc) on or within 30 days after the date on which the Company shall have delivered a Refinancing Notice Notice, by notice to the Company (any such redemption pursuant to this clause (bc), a "Refinancing RedemptionREFINANCING REDEMPTION"), or (c) at any time and from time to time on or after the fifth anniversary of the Original Closing Date, by notice to the Company demand a determination of the Redemption Price (a "Determination NoticeDETERMINATION NOTICE") for purposes of this Section 5.2. Within 30 days (or, in the case of a Refinancing Redemption, 5 days) after the receipt of any Determination Notice from the Holder, the Company shall give to the Holder notice of the Redemption Price, including a reasonably detailed description of the method of calculation thereof, determined as of the day preceding such notice of the Redemption Price. At any time within 30 days (or, in the case of a Refinancing Redemption, 15 10 days) after receipt of notice of the Redemption Price the Holder may demand redemption of this Warrant, in whole or in part, at the Redemption Price by notice to the Company, payable on the third 20th Business Day after receipt of notice of such demand (or, in the case of a Refinancing Redemption, on the closing date of such refinancing) (any such date, the "Redemption Due DateREDEMPTION DUE DATE") in immediately available funds to the Holder upon surrender of this Warrant at the Warrant Agency or, if requested by the Holder, without surrender of this Warrant, by wire transfer to any account in New York City specified by notice to the Company. Thereupon, the right to purchase shares of Non-Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from the Company in accordance with this Section. The Holder's right to demand redemption of this Warrant pursuant to this Section 5.2 shall be referred to hereinafter as the Holder's "Mandatory Redemption RightMANDATORY REDEMPTION RIGHT"."