Prepayment Clause Example with 5 Variations from Business Contracts

Prepayment. Notwithstanding anything to the contrary contained in this Note, at the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions: (a) At any time during the periods set forth period beginning on the table immediately Issue Date and ending on the date which is ninety (90) days following this paragraph (the "Prepayment Periods"), the Issue Date, the Borrower shall have the right, exercisable on not more less than three (3) Trading Days prior written noti...ce to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, full by making a payment to the Holder of an amount in accordance with cash equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Section 7. Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any. Convertible Promissory Note 5 (b) At any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any. (c) After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment. (d) Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder of the Note's email or Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) applicable prepayment amount to Holder, or upon the direction order of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (i) the then outstanding principal amount of this Note plus (ii) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) Default Interest, if any accrued thereon. Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 7. 4 Prepayment Period Prepayment Percentage 1. The period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date. 120% 2. The period beginning one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred fifty (150) days following the Issue Date. 135% 3. The period beginning one hundred fifty-one (151) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date. 145% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment. "Material Adverse Effect" means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party. 5 10. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be returned to the Issuer. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. View More

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment Periods"), the Borrower Company shall have the right, exercisable on not more than three (3) five (5) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 7. 5. Any notice of prepayment hereunder (an "Optional Prep...ayment Notice") shall be delivered to the Holder of the Note's email or Note at its registered addresses and shall state: (1) that the Borrower Company is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower Company shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower Company (which direction shall to be sent to Borrower Company by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower Company exercises its right to prepay the Note, the Borrower Company shall make payment to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (i) (w) the then outstanding principal amount of this Note plus (ii) (x) accrued and unpaid interest on the unpaid principal amount of this Note to on the Optional Prepayment Date plus (iii) Default Interest, if any accrued thereon. (the "Optional Prepayment Amount"). If the Borrower Company delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower Company shall forever forfeit its right to prepay the Note pursuant to this Section 7. 4 5. 5 Prepayment Period Prepayment Percentage 1. The period beginning on the Issue Date and ending on the date which is one hundred twenty (120) ninety (90) calendar days following the Issue Date. 120% 125% 2. The period beginning one hundred twenty-one (121) days following the Issue Date and ending on the date day which is one hundred fifty (150) days following the Issue Date. 135% 3. The period beginning one hundred fifty-one (151) ninety-one (91) calendar days following the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date. 145% 140% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower Company shall have no right of prepayment. "Material Adverse Effect" means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party. 5 10. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be returned to the Issuer. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. View More

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment Periods"), the Borrower shall have the right, exercisable on not more less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 7. 3. Any notice of prepayment hereunder (an "Optional Prepayment Notic...e") shall be delivered to the Holder of the Note's email or Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction order of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder Borrower, at least one (1) business day prior to the Optional Prepayment Date). Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the "Optional Prepayment Amount") equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (i) (w) the then outstanding principal amount of this Note plus (ii) (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) (y) Default Interest, if any accrued thereon. on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 4 hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 7. 4 3. Prepayment Period Prepayment Percentage 1. The period beginning on the Issue Date and ending on the date which is one hundred twenty (120) thirty (30) days following the Issue Date. 120% 118% 2. The period beginning one hundred twenty-one (121) on the date which is thirty-one (31) days following the Issue Date and ending on the date which is one hundred fifty (150) sixty (60) days following the Issue Date. 135% Date 124% 3. The period beginning one hundred fifty-one (151) on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date 130% 4. The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date 136% 5. The period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date 142% 6. The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date. 145% Date 148% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment. "Material Adverse Effect" means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party. 5 10. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be returned to the Issuer. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. View More

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment Periods"), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 7. 6. Any notice of prepayment hereunder (an "Optional Prepayment Notice") s...hall be delivered to the Holder of the Note's email or Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (i) the (i)the then outstanding principal amount of this Note plus (ii) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) Default Interest, if any accrued thereon. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 7. 4 6. Prepayment Period Prepayment Percentage 1. The period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date. 120% 2. The period beginning one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred fifty (150) days following the Issue Date. 135% 3. The period beginning one hundred fifty-one (151) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date. 145% 110% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment. 4 "Material Adverse Effect" means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party. 5 10. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be returned to the Issuer. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. Delaware. View More

Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment Periods"), the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 7. 6. Any notice of prepayment hereunder (an "Optional Prepayment Notice") s...hall be delivered to the Holder of the Note's email or Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which direction shall to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (i) the (i)the then outstanding principal amount of this Note plus (ii) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (iii) Default Interest, if any accrued thereon. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 7. 4 6. Prepayment Period Prepayment Percentage 1. The period beginning on the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date. 120% 2. The period beginning one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred fifty (150) days following the Issue Date. 135% 3. The period beginning one hundred fifty-one (151) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date. 145% 135% After the expiration of one hundred eighty (180) days following the Issue Date, the Borrower shall have no right of prepayment. 4 "Material Adverse Effect" means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which it is a party. 5 10. If any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded, the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be returned to the Issuer. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. Delaware. View More