Triggering Event

Triggering Event. A "Triggering Event" for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by DDR: (a) Within two years after the date on which a Change in Control occurs, DDR terminates the employment of Executive, other than in the case of a termination for Cause, a termination by DDR pursuant to Section 6.1 following Executive's disability, or a termination based on death; or (b) Within two years after the date on which a Change in... Control occurs, Executive terminates his employment with DDR for Good Reason. View More

Triggering Event. (i) a sale, transfer or disposition of all or substantially all of the Company's assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or (ii)... any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an "Excluded Entity"). Notwithstanding anything stated herein, a transaction shall not constitute a "Triggering Event" if its sole purpose is to change the state of the Company's incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the Company's securities immediately before such transaction. For clarity, the term "Triggering Event" as defined herein shall not include stock sale transactions whether by the Company or by the holders of capital stock View More

Triggering Event. Termination of the Executive's employment with the Company without Cause by the Company, or for Good Reason by the Executive, on or within one year after the Effective Date. For purposes of this definition, an Executive's employment with the Company will be deemed to have terminated on the earlier of the date the Executive's employment with the Company ceases or the date that written notice of any such termination is received by the Executive or by the Company, as the case may be, even though... the parties may agree in connection therewith that the Executive's employment with the Company will continue for a specified period thereafter. The failure by the Executive or the Company to set forth in any such notice sufficient facts or circumstances showing Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company or preclude either party from asserting such facts or circumstances in the enforcement of any such right. View More

Triggering Event. Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall be deemed not to have occurred notwithstanding (i) the execution or delivery of the Merger Agreement, (ii) the announcement of the Merger, the Offer, or the Top-Up Option, or (iii) the consummation of the Merger or of the other transactions with Parent or any of its Affiliates contemplated by the Merger Agreement, including the Offer and the Top-Up Option.

Triggering Event. Means an action, event, occurrence or otherwise in which Pledgor breaches or is otherwise in default or otherwise fails to comply with any obligations it may have to Secured Party of any kind or nature with the Securities.

Triggering Event. (a) the termination of the Executive's employment by the Company at any time during the Coverage Period, other than a termination for Cause or a termination due to the Executive's Disability or death or (b) a termination of the Executive's employment by the Executive at any time during the Coverage Period for Good Reason upon thirty (30) days prior written notice to the Company setting forth such Good Reason

Triggering Event. A 'Triggering Event' for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Wolstein is employed by DDR: (a) Within three years after the date on which a Change in Control occurs, the Board terminates the employment of Wolstein, other than in the case of a termination for Cause, a termination by the Board pursuant to Section 7.1 following Wolstein's disability, or a termination based on death; (b) Within three years after the date on which a... Change in Control occurs, the Board reduces Wolstein's title, responsibilities, power, or authority in comparison with his title, responsibilities, power, or authority at the time of the Change in Control and Wolstein thereafter terminates his employment with DDR within such three-year period; (c) Within three years after the date on which a Change in Control occurs, the Board assigns Wolstein duties which are inconsistent with the duties assigned to Wolstein on the date on which the Change in Control occurred and which duties the Board persists in assigning to Wolstein despite the prior written objection of Wolstein and Wolstein thereafter terminates his employment with DDR within such three-year period; (d) Within three years after the date on which a Change in Control occurs, the Board (i) reduces Wolstein's base compensation, his incentive opportunity bonus percentages of salary, his group health, life, disability, or other insurance programs (including any such benefits provided to Wolstein's family), his pension, retirement, or profit-sharing benefits or any benefits provided by any of DDR's equity-based award plans, or any substitute therefor, (ii) establishes criteria and factors to be achieved for the payment of bonus compensation that are substantially different than the criteria and factors established for other similar executive officers of DDR, (iii) fails to pay Wolstein any bonus compensation to which Wolstein is entitled through the achievement of the criteria and factors established for the payment of such bonus, or (iv) excludes Wolstein from any plan, program, or arrangement in which the other executive officers of DDR are included and Wolstein thereafter terminates his employment with DDR within such three-year period; or (e) Within three years after the date on which a Change in Control occurs, the Board requires Wolstein to be based at or generally work from any location more than fifty miles from the geographical center of Cleveland, Ohio and Wolstein thereafter terminates his employment with DDR within such three-year period. View More

Triggering Event. Shall mean the first to occur of the following during the term of this Plan: (i) there is consummated (A) a merger, consolidation or similar transaction to which the Company is a party and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in... such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, or (B) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition (any such event described in this paragraph (i) is referred to as a "Change in Control"); (ii) the Company consummates a sale of equity or debt securities resulting in at least $2 million in net proceeds (after deduction of any underwriting commissions, placement agent fees, attorneys' fees and other transaction expenses, as determined by the Board in its sole discretion) (a "Qualifying Financing"); or (iii) there occurs any such other event as the Board in its sole discretion determines shall constitute a Triggering Event (a "Discretionary Triggering Event"). View More

Triggering Event. Shall mean any Section 11(a)(ii) Event or any Section 13 Event. Any determination required by the definitions contained in this Section 1 shall be made by the Board of Directors in its good faith judgment, which determination shall be binding on the Rights Agent and the holders of the Rights.

Triggering Event. Any Flip-in Event or Flip-over Event.