definiens: means any proceeding commenced by or against any person or entity ( including such person itself ) under anyprovision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, as well as : ( a)proceedings seeking the suspension of payments or a moratorium of any indebtedness and/or including assignments for thebenefit of creditors ; ( b)procedures for the reorganisation ( by way of voluntary arrangement, scheme of arrangement or otherwise ) ( excluding anysolvent liquidation or reorganisation where such person is the surviving legal entity and there is no Material Adverse Effect ) ; or ( c)the appointment of a liquidator ( other than for the purposes of any solvent liquidation or reorganisation where the appointment isin respect of the person that is the surviving legal entity and there is no Material Adverse Eﬀect ), receiver, administrativereceiver, administrator, compulsory manager, judicial manager or other similar officer