definiens: means with respect to a Person : ( a ) an authorized officer of that Person admits in wntmg such Person 's inability to pay its debts generally, or that Person makes an assignment for the benefit of creditors or commits an act of insolvency or bankruptc y within the meaning of applicable law ; or ( b ) any proceeding, voluntary or involuntary, is commenced respecting that Person pursuant to any statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding up or dissolution ; provided, however, in the case of any involuntary bankruptcy proceeding such Person shall be considered to be in only ifthal Person consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety ( 90 ) days of the tiling thereof ; or ( c ) any receiver, manager, trustee, sequester, custodian or liquidator or person with similar powers is appointed judicially or extrajudicially for that Person or for any material portion of its property, and such receiver, manager, tmstee, sequester, custodian, liquidator or other person is not dismissed within ninety ( 90 ) days of its appointment ; or ( d ) that Person ceases to carry on business in the ordinary course