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 (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 Commitments under the Credit Agreement and (b) on or within 30 days after the date on which Holdings shall have delivered a Refinancing Notice, by notice to Holdings (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), 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, 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 Holdings, 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 Holdings. Thereupon, the right to purchase shares of Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and Holdings may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from 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 (i) the fourth anniversary of the Closing Date Date, (b) at any time and (ii) 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 Commitments under the Credit Agreement and (bc) on or within 30 days after the date on which Holdings the Company shall have delivered a Refinancing Notice, by notice to Holdings the Company (any such redemption pursuant to this clause (bc), a "Refinancing RedemptionREFINANCING REDEMPTION"), 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, Holdings 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 Holdingsthe 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 Holdingsthe 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 Holdings the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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. (a) The Holder may (ax) at any time and from time to time on or after the earlier of (i) the fourth fifth anniversary of the Closing Date (as defined in the Credit Agreement) 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 Commitments under the Credit Agreement and (by) on or within 30 days after the date on which Holdings the Company shall have delivered a Refinancing Notice, by notice to Holdings Notice (any such redemption pursuant to this clause (by), a "Refinancing Redemption"), 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, Holdings 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 Holdingsthe 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 Holdings. Thereupon, the right to purchase shares of Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and Holdings may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from 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 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: (ia) the fourth anniversary of the Closing Date and on or within thirty (ii30) days after the repayment in full in cash of the Note and all principal of and premium and interest on the Notes (as defined in Company’s other Obligations under the Credit Agreement) and the termination of the Commitments under the Credit Agreement and , (b) on or within 30 thirty (30) days after the date on which Holdings Company shall have delivered a Refinancing Notice, by notice Notice to Holdings Holder (any such redemption pursuant to this clause (b), a "“Refinancing Redemption"”), demand (c) on or within thirty (30) days after the date on which Company shall have delivered a determination Liquidity Notice to Holder (any such redemption pursuant to this clause (c), a “Liquidity Redemption”), (d) upon any acceleration of any Obligations under the Redemption Price Credit Agreement, or (a "e) on or after September 23, 2012. Company shall thereupon promptly proceed with the Fair Market Value procedures in Section 3.2 hereof, and the Company Determination Notice"provided for in Section 3.2(a) for purposes of this Section 5.2. Within 30 shall be determined within thirty (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, Holdings 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 HoldingsCompany, 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 Holdingsthe Credit Agreement). Thereupon, the right to purchase shares of Common Stock Units theretofore represented by this Warrant as to which the Holder has demanded (and Holdings may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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 at the earlier to occur of (a) at any time and from time to time on or within 30 days 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 Financing Agreement) and the termination of the Commitments under the Credit Agreement and Financing Agreement, (b) on or within 30 days after the date on which Holdings Avatech shall have delivered a Refinancing Notice, by notice to Holdings Avatech (any such redemption pursuant to this clause (b), a "Refinancing Redemption"), or (c) on or within 30 days after the third (3rd) anniversary of the date hereof, 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, Holdings 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 HoldingsAvatech, 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 HoldingsAvatech. Thereupon, the right to purchase shares of Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and Holdings Avatech may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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. 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 (iany such redemption pursuant to this clause (a) the fourth anniversary of the Closing Date and a “Refinancing Redemption”), (iib) 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 Commitments under the Credit Financing Agreement and (b) on or within 30 days after the date on which Holdings shall have delivered a Refinancing Notice, by notice to Holdings (any such redemption pursuant to this clause (b) a “Repayment Redemption”) or (c) within 10 days of the date 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”), a "Refinancing Redemption")by notice to 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, Holdings 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 HoldingsCybex, 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 HoldingsCybex. Thereupon, the right to purchase shares of Voting Common Stock theretofore represented by this Warrant as to which the Holder has demanded (and Holdings Cybex may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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 (a) at any time and from time to time on or after the earlier of (i) the fourth fifth anniversary of the Closing Date Date, (b) at any time and (ii) 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 Commitments under the Credit Agreement and (bc) on or within 30 days after the date on which Holdings the Company shall have delivered a Refinancing Notice, by notice to Holdings the Company (any such redemption pursuant to this clause (bc), a "Refinancing RedemptionREFINANCING REDEMPTION"), 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, Holdings 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 Holdingsthe 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 Holdingsthe 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 Holdings the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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. 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 Commitments Loans (as defined in the Credit Agreement) under the Credit Agreement and Agreement, (b) on or within 30 days after the date on which Holdings the Company shall have delivered a Refinancing Notice, by notice to Holdings 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, Holdings 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 Holdingsthe 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 Holdingsthe 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 Holdings the Company may effect) redemption shall terminate, and this Warrant shall represent the right of the Holder to receive the full Redemption Price from Holdings 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.".