Common use of Voluntary Reduction of Commitments Clause in Contracts

Voluntary Reduction of Commitments. Upon at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline Commitment.

Voluntary Reduction of Commitments. Upon at least one two Business Day's Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's Notice Office (which notice the Administrative Agent shall promptly transmit to each of the BanksLender in writing), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers Company shall have the right, without premium or penalty, to terminate the unutilized portionportion of the Commitments in part or in whole, provided that: (i) any such voluntary termination of the Commitments shall apply to proportionately and permanently reduce the Commitment of each Lender; (ii) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least £10,000,000 and integral multiples of £5,000,000 in excess of that amount; and (iii) during the Certain Funds Period, no such reduction shall be effective unless: (1) Company or Purchaser shall have entered into one or more agreements for the provision of debt financing in an amount at least equal to the amount of such reduction for the purposes of financing the Target Acquisition; or (2) Company shall have deposited cash denominated in (x) Sterling or (y) another currency (provided that in the event that cash in another currency is deposited with the Escrow Agent, Company or Purchaser shall have entered into an Other Hedging Agreement to convert such currency into Sterling on or prior to each date on which Purchaser may be required to make any payment in respect of Target Shares in connection with the Target Acquisition), in whole or each case in partan amount at least equal to the amount of such reduction with the Escrow Agent on the terms set forth in Section 4.4(d), and the Cash Confirmation Provider has confirmed in writing its approval of the U.S. Swingline Commitmentarrangements set forth in (1) or (2) above (including any escrow arrangement), as applicable, and such reduction of Commitments. Each notice of commitment reductions shall be irrevocable; provided that such notice may state that it is conditioned upon the U.K. Swingline Commitment consent of the Cash Confirmation Provider or the Canadian Swingline Commitmenteffectiveness of other credit facilities or any other financing, sale or other transaction.

Voluntary Reduction of Commitments. Upon at least one three (3) Business Day's Days’ prior written notice (or telephonic notice promptly confirmed in writing) (which notice may be conditioned upon the happening of a future event) to the Administrative Agent at the Administrative Agent's Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the BanksLender), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) the Total Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in whole; provided that (x) any such termination shall proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and (y) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, be in the amount of at least $100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers Borrowers’ Agent shall have the right, without premium or penalty, to terminate the unutilized portionportion of the Dollar Revolving Commitments or the Multicurrency Revolving Commitment in part or in whole, provided that (x) any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall apply to proportionately and permanently reduce the Dollar Revolving Commitment or Multicurrency Revolving Commitment of each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (z) any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such that the Total Dollar Revolving Commitment or Total Multicurrency Revolving Commitment, as applicable, shall not be reduced below (1) the aggregate principal amount of outstanding Dollar Revolving Loans plus the aggregate amount of outstanding Dollar LC Obligations in the case of the Dollar Revolving Commitment or (2) the Effective Amount of the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Effective Amount of Multicurrency LC Obligations and Overdraft Amounts, in whole or in part, the case of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline CommitmentMulticurrency Revolving Commitments.

Voluntary Reduction of Commitments. Upon at least one three Business Day's Days' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent's its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate in whole or in part the unutilized portion of any or all of (i) partially reduce the Total Unutilized Revolving Loan Commitments and (ii) the Total Acquisition Term Loan Commitments, in each case, in part or in wholeCommitment; provided PROVIDED that (xw) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of each of the Banks and with a Revolving Loan Commitment, (yx) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 2.01 shall, in each case, 3.02 shall be in the amount of at least $100,000 2,000,000, (y) the reduction to the Total Unutilized Revolving Loan Commitment shall in no case be in an amount which would cause the Revolving Loan Commitment of any Bank to be reduced (as required by the preceding clause (w)) by an amount which exceeds the remainder of (i) the Aggregate Unutilized Revolving Loan Commitment of such Bank as in effect immediately before giving effect to such reduction minus (ii) such Bank's Adjusted Percentage of the aggregate principal amount of Swingline Loans then outstanding and integral multiples of $100,000 in excess of that amount; provided, further, that (Az) each reduction to the Total Revolving Loan Commitments Commitment pursuant to this Section 3.02 shall not be reduced to an amount less than reduce the aggregate then remaining Scheduled Revolving Loans and Loan Commitment Reductions on a PRO RATA basis (based upon the Dollar Equivalent then remaining principal amount of Swingline Loans and Letter of Credit Usage then outstanding and (B) the Total Acquisition Term each such Scheduled Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or Borrowers shall have the right, without premium or penalty, to terminate the unutilized portion, in whole or in part, of the U.S. Swingline Commitment, the U.K. Swingline Commitment or the Canadian Swingline CommitmentReduction).