Common use of Ticking Fee Clause in Contracts

Ticking Fee. (a) If either (i) the Registration Statement is not effective on the date which is 181 days after the Closing Date (the “Target Effective Date”) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is effective and the Registrable Securities are so listed (the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable (A) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culligan’s (1) failure to furnish the Company information regarding itself as a selling shareholder , the Registrable Securities held by it or its intended method of distribution thereof or (2) breach of any of its covenants or agreements contained hereunder. (b) Culligan agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1(b) or 2(g), Culligan will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until Culligan receives copies of a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) the Company shall pay to Culligan the Ticking Fee during the period described in clause (i) of this sentence.

Ticking Fee. (ai) If either (iA) the Registration Statement is not effective filed with the SEC on or prior to the date which is 181 days after the Closing Date Filing Deadline, (the “Target Effective Date”B) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is not declared effective and by the Registrable Securities are so listed SEC (or otherwise does not become effective) for any reason on or prior to the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on Effectiveness Deadline or (C) after the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable , (A1) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culliganceases for any reason (including, without limitation, by reason of a stop order or the Company’s (1) failure to furnish update the Company information regarding itself Registration Statement), to remain continuously effective as a selling shareholder , the to all Registrable Securities held by it or its intended method of distribution thereof 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 of its covenants or agreements contained hereunder. (b) Culligan agrees thatacquisition, upon financing activity, receipt of any notice from 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 the happening of any event of the kind described in Section 1(bclauses (A) or 2(g(B), Culligan will forthwith discontinue the disposition date on which such Event occurs, or for purposes of its Registrable Securities pursuant 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 Registration Statement until Culligan receives copies of Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date relating to a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, failure in clause (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) only, the Company shall pay to Culligan each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan as of such Event Date; and (y) on each thirty-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (A), in which case each 30-day anniversary shall be measured commencing on the thirty-first day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan (such amounts payable pursuant to the foregoing is referred to as the “Ticking Fee”). Any amounts owed to Lenders as the Ticking Fee during shall, at the election of the Required Lenders, be automatically paid in and thereby automatically increase the outstanding principal amount of the Term Loan. (ii) The parties agree that (A) notwithstanding anything to the contrary herein or in the Loan Agreement, (1) no Ticking Fee shall be payable with respect to any period described after the expiration of the Effectiveness Period and (2) in clause no event shall the aggregate amount of the Ticking Fees payable to a Lender exceed, in the aggregate, five percent (i5.0%) of the aggregate amount of the Term Loan made by such Lender pursuant to the Loan Agreement and (B) in no event shall the Company be liable in any thirty (30) day period for the Ticking Fees under this sentenceAgreement in excess of one-half percent (0.5%) of the aggregate amount of the Term Loan. If the Company fails to pay the Ticking Fee in full in cash pursuant to Section 2(b)(i) within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of one percent (1.0%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Lender, accruing daily from the date such Ticking Fees are due until such amounts, plus all such interest thereon, are paid in full. (iii) The Effectiveness Deadline shall be extended without default or the Ticking Fees owed hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results primarily from the failure of a Lender to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Lender). Notwithstanding the foregoing, nothing shall preclude any Lender from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(b) in accordance with applicable law.

Ticking Fee. (ai) If either (iA) the Registration Statement is not effective filed with the SEC on or prior to the date which is 181 days after the Closing Date Filing Deadline, (the “Target Effective Date”B) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is not declared effective and by the Registrable Securities are so listed SEC (or otherwise does not become effective) for any reason on or prior to the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on Effectiveness Deadline or (C) after the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable , (A1) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culliganceases for any reason (including, without limitation, by reason of a stop order or the Company’s (1) failure to furnish update the Company information regarding itself Registration Statement), to remain continuously effective as a selling shareholder , the to all Registrable Securities held by it or its intended method of distribution thereof 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 of its covenants or agreements contained hereunder. (b) Culligan agrees thatacquisition, upon financing activity, receipt of any notice from 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(1)) (any such failure or breach in clauses (A) through (C) above being referred to as an “Event,” and, for purposes of the happening of any event of the kind described in Section 1(bclauses (A) or 2(g(B), Culligan will forthwith discontinue the disposition date on which such Event occurs, or for purposes of its Registrable Securities pursuant 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 Registration Statement until Culligan receives copies of Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date relating to a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, failure in clause (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) only, the Company shall pay to Culligan each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan as of such Event Date; and (y) on each thirty-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (A), in which case each 30-day anniversary shall be measured commencing on the thirty-first day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan (such amounts payable pursuant to the foregoing is referred to as the “Ticking Fee”). Any amounts owed to Lenders as the Ticking Fee during shall, at the election of the Required Lenders, be automatically paid in and thereby automatically increase the outstanding principal amount of the Term Loan. (ii) The parties agree that (A) notwithstanding anything to the contrary herein or in the Loan Agreement, (1) no Ticking Fee shall be payable with respect to any period described after the expiration of the Effectiveness Period and (2) in clause no event shall the aggregate amount of the Ticking Fees payable to a Lender exceed, in the aggregate, five percent (i5.0%) of the aggregate amount of the Term Loan made by such Lender pursuant to the Loan Agreement and (B) in no event shall the Company be liable in any thirty (30) day period for the Ticking Fees under this sentenceAgreement in excess of one-half percent (0.5%) of the aggregate amount of the Term Loan. If the Company fails to pay the Ticking Fee in full in cash pursuant to Section 2(b)(i) within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of one percent (1.0%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Lender, accruing daily from the date such Ticking Fees are due until such amounts, plus all such interest thereon, are paid in full. (iii) The Effectiveness Deadline shall be extended without default or the Ticking Fees owed hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results primarily from the failure of a Lender to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Lender). Notwithstanding the foregoing, nothing shall preclude any Lender from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(b) in accordance with applicable law.

Ticking Fee. (ai) If either (iA) the Registration Statement is not effective filed with the SEC on or prior to the date which is 181 days after the Closing Date Filing Deadline, (the “Target Effective Date”B) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is not declared effective and by the Registrable Securities are so listed SEC (or otherwise does not become effective) for any reason on or prior to the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on Effectiveness Deadline or (C) after the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable , (A1) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culliganceases for any reason (including, without limitation, by reason of a stop order or the Company’s (1) failure to furnish update the Company information regarding itself Registration Statement), to remain continuously effective as a selling shareholder , the to all Registrable Securities held by it or its intended method of distribution thereof 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 any 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 its covenants or agreements contained hereunder. (b) Culligan agrees thatthe reasonable determination in good faith of the Company’s Board of Directors that there exists material non-public information with respect to an acquisition, upon financing activity, receipt of any notice from clinical trial results, regulatory correspondence or other event or condition of similar significance to the Company, the existence of which it is in the best interest of the Company to not publicly disclose (such event or condition, an “Excused Event”), in which case such period shall be extended to sixty (60) and one hundred twenty (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 the happening of any event of the kind described in Section 1(bclauses (A) or 2(g(B), Culligan will forthwith discontinue the disposition date on which such Event occurs, or for purposes of its Registrable Securities pursuant 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 Registration Statement until Culligan receives copies of Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date relating to a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, failure in clause (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) only, the Company shall pay to Culligan each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan as of such Event Date; and (y) on each thirty-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (A), in which case each 30-day anniversary shall be measured commencing on the thirty-first day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one-half percent (0.5%) of such Lender’s aggregate outstanding Term Loan (such amounts payable pursuant to the foregoing is referred to as the “Ticking Fee”). Any amounts owed to Lenders as the Ticking Fee during shall, at the election of the Required Lenders, be automatically paid in and thereby automatically increase the outstanding principal amount of the Term Loan. (ii) The parties agree that (A) notwithstanding anything to the contrary herein or in the Note Purchase Agreement, (1) no Ticking Fee shall be payable with respect to any period described after the expiration of the Effectiveness Period and (2) in clause no event shall the aggregate amount of the Ticking Fees payable to a Lender exceed, in the aggregate, five percent (i5.0%) of the aggregate amount of the Term Loan made by such Lender pursuant to the Note Purchase Agreement and (B) in no event shall the Company be liable in any thirty (30) day period for the Ticking Fees under this sentenceAgreement in excess of one-half percent (0.5%) of the aggregate amount of the Term Loan. If the Company fails to pay the Ticking Fee in full in cash pursuant to Section 2(b)(i) within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of one percent (1.0%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Lender, accruing daily from the date such Ticking Fees are due until such amounts, plus all such interest thereon, are paid in full. (iii) The Effectiveness Deadline shall be extended without default or the Ticking Fees owed hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results primarily from the failure of a Lender to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Lender). Notwithstanding the foregoing, nothing shall preclude any Lender from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(b) in accordance with applicable law.

Ticking Fee. (ai) If either (iA) the Registration Statement is not effective filed with the SEC on or prior to the date which is 181 days after the Closing Date Filing Deadline, (the “Target Effective Date”B) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is not declared effective and by the Registrable Securities are so listed SEC (or otherwise does not become effective) for any reason on or prior to the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on Effectiveness Deadline or (C) after the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable , (A1) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culliganceases for any reason (including, without limitation, by reason of a stop order or the Company’s (1) failure to furnish update the Company information regarding itself Registration Statement), to remain continuously effective as a selling shareholder , the to all Registrable Securities held by it or its intended method of distribution thereof 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), 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) (any such failure or breach in clauses (A) through (C) above being referred to as an “Event,” and, for purposes of its covenants or agreements contained hereunder. clauses (b) Culligan agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1(bA) or 2(g(B), Culligan will forthwith discontinue the disposition date on which such Event occurs, or for purposes of its Registrable Securities pursuant clause (C), the date on which such 30 or 45 calendar day period is exceeded, being referred to as an “Event Date”), then in addition to any other rights the Registration Statement until Culligan receives copies of Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date relating to a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, failure in clause (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) only, the Company shall pay to Culligan each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one percent (1.0%) of such Lender’s aggregate outstanding Term Loan as of such Event Date; and (y) on each thirty-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (A), in which case each 30-day anniversary shall be measured commencing on the thirty-first day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one percent (1.0%) of such Lender’s aggregate outstanding Term Loan (such amounts payable pursuant to the foregoing is referred to as the “Ticking Fee”). Any amounts owed to Lenders as the Ticking Fee during shall, at the election of the Required Lenders, be automatically paid in and thereby automatically increase the outstanding principal amount of the Term Loan. (ii) The parties agree that (A) notwithstanding anything to the contrary herein or in the Loan Agreement, (1) no Ticking Fee shall be payable with respect to any period described after the expiration of the Effectiveness Period and (2) in clause no event shall the aggregate amount of the Ticking Fees payable to a Lender exceed, in the aggregate, ten percent (i10%) of the aggregate amount of the Term Loan made by such Lender pursuant to the Loan Agreement and (B) in no event shall the Company be liable in any thirty (30) day period for the Ticking Fees under this sentenceAgreement in excess of one percent (1.0%) of the aggregate amount of the Term Loan. If the Company fails to pay the Ticking Fee in full in cash pursuant to Section 2(b)(i) within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of one percent (1.0%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Lender, accruing daily from the date such Ticking Fees are due until such amounts, plus all such interest thereon, are paid in full. (iii) The Effectiveness Deadline shall be extended without default or the Ticking Fees owed hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results primarily from the failure of a Lender to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Lender). Notwithstanding the foregoing, nothing shall preclude any Lender from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(b) in accordance with applicable law.

Ticking Fee. (ai) If either (iA) the Registration Statement is not effective filed with the SEC on or prior to the date which is 181 days after the Closing Date Filing Deadline, (the “Target Effective Date”B) or (ii) the Registrable Securities are not listed on the securities exchanges provided for in Section 2(i) on the Target Effective Date, the Company agrees to pay to Culligan the Ticking Fee, during the period from and including the Target Effective Date to and including the date on which both the Registration Statement is not declared effective and by the Registrable Securities are so listed SEC (or otherwise does not become effective) for any reason on or prior to the “Ticking Period”). Any such Ticking Fee shall accrue daily and be payable on the first business day of each month during the Ticking Period and on Effectiveness Deadline or (C) after the effective date of the Registration Statement. No Ticking Fee shall accrue or be payable , (A1) during any extension of the 180-day initial Lock-Up Period (as such term is used in the Lock-Up Agreement) pursuant to the terms of the Lock-Up Agreement or (B) to the extent that the Registration Statement is not effective due to Culliganceases for any reason (including, without limitation, by reason of a stop order or the Company’s (1) failure to furnish update the Company information regarding itself Registration Statement), to remain continuously effective as a selling shareholder , the to all Registrable Securities held by it or its intended method of distribution thereof 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 of its covenants or agreements contained hereunder. (b) Culligan agrees thatacquisition, upon financing activity, receipt of any notice from 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 the happening of any event of the kind described in Section 1(bclauses (A) or 2(g(B), Culligan will forthwith discontinue the disposition date on which such Event occurs, or for purposes of its Registrable Securities pursuant 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 Registration Statement until Culligan receives copies of Lenders may have hereunder or under applicable law: (x) within five (5) Business Days after an Event Date relating to a supplemented or amended prospectus as contemplated by such section. In the event the Company gives any such notice, failure in clause (i) the applicable time period mentioned in Section 2(b) during which the Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6(b) to and including the date when Culligan will have received the copies of the supplemented or amended prospectus contemplated by Section 2(g) and (ii) only, the Company shall pay to Culligan each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one half percent (0.5%) of such Lender’s aggregate outstanding Term Loan as of such Event Date; and (y) on each thirty-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (A), in which case each 30-day anniversary shall be measured commencing on the thirty-first day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Lender an amount in cash, as a ticking fee and not as a penalty, equal to one half percent (0.5%) of such Lender’s aggregate outstanding Term Loan (such amounts payable pursuant to the foregoing is referred to as the “Ticking Fee”). Any amounts owed to Lenders as the Ticking Fee during shall, at the election of the Required Lenders, be automatically paid in and thereby automatically increase the outstanding principal amount of the Term Loan. (ii) The parties agree that (A) notwithstanding anything to the contrary herein or in the Loan Agreement, (1) no Ticking Fee shall be payable with respect to any period described after the expiration of the Effectiveness Period and (2) in clause no event shall the aggregate amount of the Ticking Fees payable to a Lender exceed, in the aggregate, five percent (i5.0%) of the aggregate amount of the Term Loan made by such Lender pursuant to the Loan Agreement and (B) in no event shall the Company be liable in any thirty (30) day period for the Ticking Fees under this sentenceAgreement in excess of one half percent (0.5%) of the aggregate amount of the Term Loan. If the Company fails to pay the Ticking Fee in full in cash pursuant to Section 2(b)(i) within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of one percent (1.0%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Lender, accruing daily from the date such Ticking Fees are due until such amounts, plus all such interest thereon, are paid in full. (iii) The Effectiveness Deadline shall be extended without default or the Ticking Fees owed hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results primarily from the failure of a Lender to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Lender). Notwithstanding the foregoing, nothing shall preclude any Lender from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(b) in accordance with applicable law.