Triggering Event

Triggering Event. Means any Flip-in Event or Flip-over Event.

Triggering Event. Means, with respect to a Party or any of its direct or indirect subsidiaries, any of the following: a. the cessation of normal business operations or the cessation of providing the Solution to OJO in breach of this Agreement or any Statement of Work; b. the making of a general assignment for the benefit of creditors; c. institution of a proceeding under any state corporation or similar law for the purposes of dissolution; d. ... institution of a proceeding under any state insolvency or similar law for the purpose of its bankruptcy or liquidation; e. a voluntary filing of a petition for relief under the Bankruptcy Code; f. the filing of an involuntary petition in bankruptcy that is not dismissed within 60 calendar days after its filing; g. the admission in writing of a failure to generally pay its debts as such debts become due; or h. the occurrence of a Force Majeure event with respect to which D3 has failed to provide reasonably equivalent back-up or disaster recovery within ten (10) days. View More

Triggering Event. Means, as of any date of determination, that (a) an Event of Default has occurred, or (b) Excess Availability is less than $8,000,000.

Triggering Event. Shall mean: (i) a Covered Person's employment is terminated by the Company (or any successor or acquiror) without Cause in connection with, or within twelve (12) months following, a Change of Control; provided, however, if an employee is terminated by the Company in connection with a Change of Control but immediately accepts employment with the Company's successor or acquiror, such employee will not be deemed to be covered by this subsection (i), but if... such employee is terminated without Cause by the successor or acquiror within the twelve (12) months following the Change of Control, this subsection (i) will apply; (ii) the Covered Person, in connection with a Change of Control, is not offered Comparable Employment. For purposes of the foregoing, "Comparable Employment" shall mean, (a) in the case of a Covered Person at the director level or above, (i) employment on terms which provide the same or greater rate of base pay or salary as in effect immediately prior to a Change of Control, (ii) no material reduction in job duties and responsibilities as such Covered Person had prior to a Change of Control and (iii) equivalent or higher target bonus opportunity to the target bonus opportunity of the Covered Person in effect immediately prior to the Change of Control, and (b) in the case of all Covered Persons, a principal work location that is no more than forty-five (45) miles from the Covered Person's principal work location immediately prior to the Change of Control; provided, however, if such Covered Person accepts employment that is not Comparable Employment, such employee shall not be covered by this subsection (ii); (iii) after accepting employment with the Company (or any successor or acquiror) after a Change of Control, the Covered Person resigns employment within six (6) months following a Change of Control due to a Material Change in the Covered Person's Terms of Employment. For purposes of the foregoing, a "Material Change in the Covered Person's Terms of Employment" shall occur if, without the Covered Person's written consent: (a) in the case of a Covered Person at the director level or above, (i) the Covered Person's base salary or job duties and responsibilities are materially reduced from those in effect immediately prior to a Change of Control or (ii) the Covered Person is subject to a substantial reduction in target bonus opportunity from the target bonus opportunity of that Covered Person in effect immediately prior to the Change of Control, or (b) in the case of a Covered Person at Level 6 or above, such Covered Person's principal work location is to be moved more than forty-five (45) miles from the Covered Person's principal work location immediately prior to a Change of Control; or (iv) with respect to a Covered Person who is a member of the Board immediately prior to a Change of Control, such member of the Board is asked to resign or not stand for reelection without Cause in connection with or within 12 months following a Change of Control. 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 '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. A Triggering Event shall be deemed to have occurred if, after the date of this Warrant, but on or prior to the date of a Listing Event, the Company shall (i) issue or sell any shares of Common Stock for a consideration per share (the "Sale Price") less than $3.75 (as adjusted for any subsequent stock splits, combinations, reorganizations or similar transactions), or (ii) issue or sell Convertible Securities with a per share conversion, exercise or exchange price ("Conversion Price") less than... $3.75 (as adjusted for any subsequent stock splits, combinations, reorganizations or similar transactions). For purposes of determining the occurrence of a Triggering Event, none of the following issuances shall be considered the issuance or sale of Common Stock or Convertible Security: • The issuance of Common Stock upon the conversion of any then-outstanding Convertible Securities; provided, however, that this exception shall not apply to the issuance or sale of the Convertible Securities themselves, as provided in clause (ii) above. • The issuance of any Common Stock or Convertible Securities as a dividend on the Company's stock; • The issuance of up to 3,529,412 (as adjusted for any subsequent stock splits, combinations, reorganizations or similar transactions ) shares of Common Stock (or options to purchase shares of Common Stock) to employees, directors or consultants of the Company under the Company's 2011 Incentive Award Plan; and • The issuance of shares of Common Stock or Convertible Securities to lenders, financial institutions, equipment lessors, or real estate lessors to the Company in connection with a bona fide borrowing or leasing transaction (and expressly excluding any equity financing transactions) approved by the Company's Board of Directors. View More