Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term B Lender in accordance with its Applicable Term B Percentage, a ticking fee (the “Ticking Fee”)
(i) for the period commencing on the Closing Date and ending on (but not including) March 3, 2013, equal to 1.75% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16, and
(ii) for the period commencing on March 3, 2013 and ending on the Term B Advance Period Termination Date, equal to 3.50% per annum on the actual daily amount by which the aggregate Term B Commitment (as it may be reduced by a Permitted Term B Reallocation) exceeds the sum of the aggregate Outstanding Amount of Term B Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Term B Advance Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Term B Advance Period Termination Date. The Ticking Fee shall be calculated quarterly in arrears.
Ticking Fee. (a) Subject to Clause 31.2 (No commitment fee or ticking fee), the Company must (or must procure that an Obligor will) pay to the Facility Agent for:
(i) each Lender under Facility A a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility A Commitments;
(ii) each Lender under Facility B a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility B Commitments;
(iii) each Lender under Facility C a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Facility C Commitments; and
(iv) each Lender under the Revolving Facility a ticking fee computed at the rate of 0.20 per cent. of the undrawn, uncancelled amount of the Total Revolving Facility Commitments, together the Ticking Fees.
(b) Each Ticking Fee will accrue on a daily basis from the date of this Agreement to:
(i) in the case of the Term Loans, the earlier of the date on which all amounts under the applicable Facility have been utilised in full and the date on which the Commitments under the applicable Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period); and
(ii) in the case of the Revolving Facility Utilisations, the earlier of the date of first Utilisation and the date on which the Commitments under the Revolving Facility are cancelled in full (including cancellation by way of automatic cancellation on the last day of the Availability Period).
Ticking Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (the “Ticking Fee”) in an amount equal to 0.15% of the unfunded Commitments of such Lender then outstanding, accruing from and including the Effective Date, to but excluding the earlier of (i) the termination of the Commitments with respect to this Agreement and (ii) the Covance Closing Date (such earlier date, the “Ticking Fee End Date”); provided that (A) no Ticking Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Ticking Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Ticking Fee shall be payable on the Ticking Fee End Date.
Ticking Fee. The Borrower shall pay, or cause to be paid, to the Administrative Agent, for the account of each Lender, a ticking fee in Pounds Sterling (the “Ticking Fee”) at a per annum rate equal to the Ticking Fee Rate on the aggregate outstanding Commitments of each such Lender under the Credit Facility, as adjusted pursuant to Section 2.05(e) or Section 2.05(f), on each day from and including the date that is ninety (90) days after the Effective Date to and including the earlier of (i) the last day of the Availability Period and (ii) if such date has not then occurred, the date on which the Commitments hereunder have been terminated in full. Such Ticking Fee shall be payable on the earlier to occur of clauses (i) and (ii) in the immediately preceding sentence and upon each Borrowing Date with respect to the Commitments terminated in connection with the Advance made on such date; provided that no Ticking Fee shall accrue hereunder with respect to the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Term Loan Lender (other than any Defaulting Lender) a ticking fee (each, a “Ticking Fee”) in accordance with this Section 2.08(b). The Ticking Fee with respect to each Term Loan Lender shall accrue from (i) the later of (A) the date occurring ninety (90) days following the Closing Date and (B) the date of effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it became a Term Loan Lender until (ii) the earliest of (A) the last day of the Delayed Draw Period, (B) the date on which the full amount of the Term Loan Facility is advanced to the Borrower, (C) the date of termination by the Borrower of all of the unfunded portions of the Term Loan Commitments and (D) the date of effectiveness of any Assignment and Acceptance or Accession Agreement, as applicable, pursuant to which it ceases to be a Term Loan Lender (such date, the “Ticking Fee Accrual Date”) at a rate per annum of 0.15% of the daily average of the unfunded portion of such Term Loan Lender’s Term Loan Commitment during the applicable period and shall be payable to the Administrative Agent quarterly in arrears (and on the Ticking Fee Accrual Date) for the account of such Term Loan Lender. The Ticking Fees will be calculated on a 360‑day basis.
Ticking Fee. (i) If (A) the Registration Statement is not filed with the SEC on or prior to the Filing Deadline, (B) the Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (C) after the effective date of the Registration Statement, (1) the Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in the Registration Statement or (2) the Lenders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change at the request of the Lenders in the “Plan of Distribution” or the inaccuracy of any information regarding the Lenders), and the Lenders are not eligible to freely sell any portion of the Registrable Securities that they intend to sell by any other means, including through a valid exemption under the Securities Act such as Rule 144, in each case, for more than an aggregate of thirty (30) consecutive calendar days or forty-five (45) calendar days (which need not be consecutive days) during any twelve month period (other than as a result of a breach of this Agreement by a Lender or a Lender’s failure to return a Selling Securityholder Questionnaire within the time period provided by Section 4(a) hereof, and other than as a result of the Company’s reasonable determination in good faith that there exists material non-public information with respect to any acquisition, financing activity, receipt of clinical trial results, regulatory correspondence or other event or condition of similar significance to the Company, the disclosure of which it is in the best interest of the Company not to publicly disclose (such event or condition, an “Excused Event”), in which case such period shall be extended to 60 and 120 calendar days, respectively) (any such failure or breach in clauses (A) through (C) above being referred to as an “Event,” and, for purposes of clauses (A) or (B), the date on which such Event occurs, or for purposes of clause (C), the date on which such 30 or 45, or 60 or 120, as applicable, calendar day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date rela...
Ticking Fee. If the conditions set forth in Section10.3 (other than those conditions which are to be satisfied at the Closing) have been satisfied or waived and the Closing Date does not occur on or prior to the date which is sixty (60) days following the date that Seller Parent delivers the Required Financial Information to Buyer (the “Ticking Fee Start Date”), on the first (1st) Business Day following such Ticking Fee Start Date, Buyer shall pay to Seller Parent the Weekly Ticking Fee. Buyer shall continue to pay the Weekly Ticking Fee every seventh (7th) calendar day following the Ticking Fee Start Date (unless such date is not a Business Day, in which case the relevant Weekly Ticking Fee will be paid on the first Business Day following the date upon which the Weekly Ticking Fee becomes due and payable) until the earlier of (i) the Closing Date or (ii) the date upon which this Agreement is terminated pursuant to ARTICLE XI (such earlier date, the “Ticking Fee End Date”). If the Ticking Fee End Date is the Closing Date, at the Closing, Buyer shall pay the Final Ticking Fee in accordance with Section 3.2(b)(iii). If the Ticking Fee End Date is not the Closing Date, Buyer shall pay the Final Ticking Fee on the second (2nd) Business Day following the Ticking Fee End Date. If the Closing Date occurs fewer than seven (7) calendar days following the Ticking Fee Start Date, the Closing Payment shall be reduced by an amount equal to one seventh (1/7th) of the Weekly Ticking Fee multiplied by the number obtained by subtracting (A) the number of days which have elapsed between the Ticking Fee Start Date and the Closing Date (inclusive) from (B) seven (7). All Ticking Fees shall be paid by wire transfer of immediately available funds to an account designated by Seller Parent not less than two (2) Business Days prior to the date upon which the relevant Ticking Fee becomes due and payable.
Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Loan Percentage, a ticking fee (the “Ticking Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of the Outstanding Amount of Loans, subject to adjustment as provided in Section 2.16. The Ticking Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
Ticking Fee. (i) The Borrowers shall pay to the Administrative Agent for the account of each Three-Year Lender in accordance with its Applicable Percentage with respect to the Three-Year Term Loan Facility, a ticking fee in Dollars equal to 0.175% per annum times the actual daily amount of the aggregate unused Three-Year Commitments. Such ticking fee shall accrue at all times from and including (A) the Effective Date until (ii) the earlier to occur of (A) the Closing Date or (B) the date of termination or expiration of all of the Three-Year Commitments (such earlier date, the “Three-Year Ticking Fee End Date”). Such ticking fee shall be earned and due and payable in full on the Three-Year Ticking Fee End Date; provided that, in the case of any partial reduction of the Three-Year Commitments, the portion of such ticking fee accrued with respect to the amount of such Three-Year Commitments that are terminated prior to the Three-Year Ticking Fee End Date shall cease to accrue and shall be paid on the effective date of such reduction. For the avoidance of doubt, such ticking fee payable on the Three-Year Ticking Fee End Date shall be payable only with respect to the Three-Year Commitments that remain outstanding on the Three-Year Ticking Fee End Date after giving effect to any such commitment reductions.
(ii) The Borrowers shall pay to the Administrative Agent for the account of each Five-Year Lender in accordance with its Applicable Percentage with respect to the Five-Year Term Loan Facility, a ticking fee in Dollars equal to 0.175% per annum times the actual daily amount of the aggregate unused Five-Year Commitments. Such ticking fee shall accrue at all times from and including (A) the Effective Date until (ii) the earlier to occur of (A) the Closing Date or (B) the date of termination or expiration of all of the Five-Year Commitments (such earlier date, the “Five-Year Ticking Fee End Date”). Such ticking fee shall be earned and due and payable in full on the Five-Year Ticking Fee End Date; provided that, in the case of any partial reduction of the Five-Year Commitments, the portion of such ticking fee accrued with respect to the amount of such Five-Year Commitments that are terminated prior to the Five-Year Ticking Fee End Date shall cease to accrue and shall be paid on the effective date of such reduction. For the avoidance of doubt, such ticking fee payable on the Five-Year Ticking Fee End Date shall be payable only with respect to the Five-Year Commitments that remai...
Ticking Fee. The Company shall pay to the Administrative Agent, for the account of the Lenders ratably in proportion to their Percentages, a ticking fee calculated for each day at the Facility Fee Rate for such day (determined in accordance with the Pricing Schedule) on the aggregate amount of Delayed Additional Commitments, such fee to accrue beginning on the date that is 90 days after the Initial Effective Date and ending on the earliest of (i) the Second Effective Date, (ii) July 8, 2012, and (iii) the date on which the Merger Agreement is terminated.
