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. The Borrower shall pay to the Administrative Agent for the account of the Lenders a ticking fee payable in arrears on the earlier of the Funding Date and the Termination Date and, in addition, if neither the Funding Date nor the Termination Date has occurred prior to such date, on April 30, 1998, (A) for the period commencing February 27, 1998 until the earliest of (i) the Funding Date, (ii) April 30, 1998 and (iii) the Termination Date, at the rate of 25 basis points per annum (calculated on the basis of a 360-day year) on the sum of the Commitments of each Lender hereunder and (B) for the period commencing May 1, 1998 until the earlier of (i) the Funding Date and (ii) the Termination Date, at the rate of 37.5 basis points per annum (calculated on the basis of a 360-day year) on the sum of the Commitments of each Lender hereunder; provided, however, that 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 to such Defaulting Lender so long as such Lender shall be a Defaulting Lender except to the extent that such ticking fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no ticking fee shall accrue on the Commitment 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 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. (a) The Company shall pay to the Agent (for the account of each Lender (as applicable)) a fee under each of the Term Facility and the Acquisition Revolving Facility in respect of each period set out in the column headed "Period" below at the rate set out in the column headed "Fee" below opposite that period on that Xxxxxx's Available Commitment under each of the Term Facility and the Acquisition Revolving Facility: On and from the date falling one Month after the Effective Date to the day before the date falling two Months after the Effective Date (i) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 25 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling two Months after the Effective Date to the day before the date falling three Months after the Effective Date (i) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 30 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling three Months after the Effective Date to the day before the date falling four Months after the Effective Date (i) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 35 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling four Months after the Effective Date to the day before the date falling five Months after the Effective Date (i) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 40 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling five Months after the Effective Date to the day before the date falling six Months after the Effective Date (i) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Term Facility; and (ii) 45 per cent. per annum of the applicable Margin attributed to that Xxxxxx's Available Commitment under the Acquisition Revolving Facility On and from the date falling ...
Ticking Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender with respect to each Term Facility a ticking fee (the “Ticking Fee”) in Dollars, which, subject to adjustment as provided in Section 2.18, shall accrue at a rate of 0.15% (15.0 basis points) per annum on the actual daily amount of the undrawn Commitments of such Lender under such Term Facility during the period commencing on October 21, 2022 to but not including the earlier of (x) the final day of the Availability Period with respect to such Term Facility and (y) the date on which all Commitments under such Term Facility shall have been terminated. Accrued and unpaid Ticking Fees with respect to a Term Facility shall be due and payable in arrears upon the earliest of (i) the date that is the final day of the Availability Period with respect to such Term Facility, (ii) the date on which any Committed Borrowing under such Term Facility occurs and (iii) the date on which any Commitments under such Term Facility are terminated. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
