definiens: means, in relation to either Party, any of the fo llowing : ( a ) that Party becomes unable to, or shall admit in writing its in ability to, pay its debts as they become due ; ( b ) that Party shall commence any case, proceeding or other action ( i ) under any existing o r future Law of any jurisdiction relating to bankruptcy, ins olvency, reorganization or relief of debtors, seeking to have an order for relief entered with re spect to it, or seeking to adjudicate it a bank rupt or insolvent, or seeking reorganization, arrangemen t, adjustment, winding- up, liquidation, dissolution, composition or other relief with respe ct to it or its debts, or ( ii ) seeking appointment of a receiver, trustee, custodian, conservator or o ther similar official for it or for all 5 [ * * * ] INDICATES MATERIAL THAT WAS OMITTED AND FOR W HICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19 34, AS AMENDED