definiens: means, in relation to either Party, any one of the following : ( a ) that Party is the subject of voluntary orinvoluntary bankruptcy proceedings instituted on behalf of or against such Party ( except for involuntary bankruptcyproceedings which are dismissed within sixty ( 60 ) days ) ; ( b ) an administrative receiver, receiver and manager, interimreceiver, custodian, sequestrator or similar officer is appointed in respect of that Party ( collectively, the ) andthat Party has not caused the underlying action or the Receiver to be dismissed within sixty ( 60 ) days after the Receiver’sappointment ; ( c ) the Board of Directors have passed a resolution to wind up that Party, or such a resolution shall have beenpassed other than a resolution for the solvent reconstruction or reorganization of that Party ; ( d ) a resolution shall have beenpassed by that Party or that [ * ] = Confidential treatment of certain confidential information contained in this document, marked bybrackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended