definiens: means the occurrence of any one or more of the following with respect to theCompany and/or CGI : ( a)if the Company and/or CGI, or any part of their assets or undertaking, are involved in or subject toany Insolvency Proceedings, have stopped or suspended payment of their debts, become unable topay their debts or otherwise become insolvent in any relevant jurisdiction or there are circumstanceswhich require or would enable any Insolvency Proceedings to be commenced in respect of their orany part of their assets or undertaking ; Page 3 of 26 ( b)the Company and/or CGI, is unable to, or admits their inability to pay their debts as they fall due, or, by reason of actual or anticipated financial difficulties, commence negotiations with one or more oftheir creditors with a view to rescheduling any of their indebtedness, other than any reschedulingwhich is in the ordinary course of Business ; ( c)a declaration of insolvency, liquidation or bankruptcy by or of the Company and/or CGI ; or ( d)any Action, being taken in relation to:(i)the suspension of payments, a moratorium of any indebtedness, bankruptcy, insolvency, winding - up, liquidation, dissolution, administration, provisional supervision or reorganization(by way of voluntary arrangement, scheme of arrangement or otherwise ) of the Companyand / or CGI;(ii)(without prejudice to paragraph ( i ) above ) the declaration of such Company as a within the meaning of the Sick Industrial Companies ( Special Provisions)Act, 1985 of India or any equivalent law pursuant to which a debtor may obtain protectionfrom its creditors;(iii)a composition, compromise, assignment or arrangement with any creditor of such Companyand / or CGI;(iv)the appointment of a liquidator, receiver, administrator, compulsory manager, provisionalliquidator or receiver, or supervisor, or other similar officer in respect of the Company and / orany of its assets ; or(v)enforcement of any security over any material assets of the Company which are equivalentto at least 15 % ( fifteen percent ) of the aggregate Assets of the Company at the relevant timeof such enforcement of security ; which, has not been stayed within 90 ( ninety ) Business Days and thereafter such stay beingvacated within 180 ( one hundred and eighty ) Business Days of its initiation . For avoidance ofdoubt, it is clarified that a stay within the aforesaid 90 ( ninety ) Business Days would act only as atemporary suspension of Action being deemed as an Act of Insolvency, which however shallbecome effective forthwith only if such stay ( i.e. a stay obtained within 90 ( ninety ) Business Days)is vacated to the prejudice of the Company and/or CGI or any Action contemplated in paragraph ( d)of this definition is not vacated within the aforesaid 180 ( one hundred and eighty ) Business Days ; Page 4 of 26 1.1.6