definiens: -in relation to either Party, shall mean anyone of the following : 9 CONFIDENTIAL TREATMENT ( a ) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party, or such a resolution shall have been passed other than ( i ) a resolution for the solvent reconstruction or reorganisation of that Party, or ( ii ) for the purpose of inclusion of any part of the share capital of that Party in the Official List of the London Stock Exchange or in the list of the New York Stock Exchange, American Stock Exchange or quotation of the same on the Nasdaq Stock Market or on the Tokyo Stock Exchange in relation to an initial public offering ; or ( b ) a resolution shall have been passed by that Party 's directors to seek a winding up or administration order, or a petition for a winding up or administration order shall have been presented against that Party, or such an order shall have been made ; or ( c ) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any Third Party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security ; or ( d ) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986 ; or ( e ) a step or event shall have been taken or arisen outside the United Kingdom which is similar or analogous to any of the steps or events listed at ( a ) to ( d ) above ; or ( f ) that Party makes any general assignment, composition or arrangement with or for the benefit of all or some of that Party 's creditors or makes or suspends or threatens to suspend making payments to all or some of that Party 's creditors or the Party submits to any type of voluntary arrangement ; or ( g ) where ( i ) that Party is resident in the United Kingdom it is deemed to be unable to pay its debts within the meaning of Section 123 10 CONFIDENTIAL TREATMENT Insolvency Act 1986 or ( ii ) where that Party is resident in Japan it is deemed unable to pay its debts within the meaning of the equivalent legislation