definiens: means, with respect to a Person, the occurrence of either of the followin g : ( a ) a case or other proceeding shall be commenced, without the application or consent o f such Person, in any court, seeking the liquidation, reorganizati on, debt arrangement, dissolution, winding up, or c omposition or readjustment of debts of such Person, the appoin tment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person of all or substantially all of its assets, or any similar act ion with respect to such Person under any Law relating to bankruptcy, i nsolvency, reorganization, winding up or compositio n or adjustment of debts, and such case or proceeding sh all continue undismissed, or unstayed and in effect, for a period of sixty ( 60 ) consecutive days ; or an order for relief in respect of such Person shall be enter ed in an involuntary case under the federal bankruptcy Laws or other similar Laws now or hereafter in effect ; o r ( b ) such Person shall generally not pay its debts as such debts become due or shall adm it in writing its inability to pay its debts generally or such Person shall commence a voluntary case or other proceedin g under any applicable bankruptcy, Confidential materials omitted and filed separately with the Securities and Exchange Commission . Aster isks denote omissions