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.
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.