Requisite Portion definition

Requisite Portion. (as defined below) of the stock options held by the Employee which are not then exercisable shall not become exercisable by reason of the Change of Control, but rather shall become exercisable in accordance with their original terms. The Requisite Portion shall mean the portion of all such stock options pertaining to the least number of shares necessary to avoid the imposition of an Excise Tax (taking into account the potential payment of severance benefits hereunder); it being understood that the portion of the options which would become exercisable at the last date after the Change of Control shall be first taken into account to satisfy this requirement, with such other portions of other options, in reverse order of exercise date, applied thereunder until a sufficient number of options have not been accelerated to avoid the imposition of an Excise Tax.
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Requisite Portion means, with respect to any prepayment of a Loan Certificate (or Drawings), [***] in the case of a Pinnacle Event and [***] in the case of a Change in Control.
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Related to Requisite Portion

  • Requisite Percentage shall have the meaning set forth in Section 23(c)(i) hereof.

  • Requisite Notice means a notice delivered in accordance with Section 10.02.

  • Requisite Amount has the meaning specified in the Spread Account Agreement.

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • Requisite Investors means the holders of a majority of the Registrable Securities then held by the Investors.

  • Requisite Number means 500, and

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Company’s Voting Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the amendment of the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.

  • Consent Notice has the meaning set forth in Section 4.6(a).

  • Non-Extension Notice Date has the meaning specified in Section 2.03(b)(iii).

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Extension Notice has the meaning specified in Section 308.

  • Extension Request means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Increase Effective Date has the meaning specified in Section 2.14(d).

  • Requisite Creditors of any Class shall mean each of (x) with respect to the Credit Document Obligations, the Required Banks and (y) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Protection Agreements or Other Hedging Agreements.

  • Notice Date has the meaning specified in Section 2.15(b).

  • improvement notice means the notice issued by the Authority to the Supplier pursuant to Clause 32.1.3 (Authority Remedies) which will detail how the Supplier shall improve the provision of the Goods and/or Services;

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • Super-Majority Banks means, at any time, Banks holding Loans representing at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Banks having Commitments representing at least 66-2/3% of the Total Commitment.

  • Qualified facility means a permanent facility within this state equipped for the production of motion pictures, television shows, or digital media production that meets all of the following requirements:

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • Completion Notice means a notice issued by the Developer in accordance with clause 6.1.

  • Consent Period has the meaning set forth in Section 4.6(a).

  • Consent Date has the meaning set forth in Section 2.09(a) hereof.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.