definiens: with respect to theSecurities, means each one of the following events which shall have occurred and be continuing ( whatever the reasonfor such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of Law orpursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative orgovernmental body ): ( a ) default in the payment by the Company pursuant to the terms of this CVR Agreement of allor any part of the Milestone Payment after a period of ten ( 10 ) Business Days after the Milestone Paymentshall become due and payable on the Milestone Payment Date ; or ( b ) material default in the performance, or breach in any material respect, of any covenant orwarranty of the Company in respect of the Securities ( other than a covenant or warranty in respect of theSecurities, a default in whose performance or whose breach is elsewhere in this Section 8.1 specifically dealtwith ), and continuance of such default or breach for a period of ninety ( 90 ) days after there has been given, byregistered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the MajorityHolders, a written notice specifying such default or breach and requiring it to be remedied and stating thatsuch notice is a hereunder ; or ( c ) a court having jurisdiction in the premises shall enter a decree or order for relief in respect ofthe Company in an involuntary case under any applicable bankruptcy, insolvency or other similar Law now orhereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator ( or similarofficial ) of the Company or for any substantial part of its property or ordering the winding up or liquidation of itsaffairs, and such decree or order shall remain unstayed and in effect for a period of ninety ( 90 ) consecutivedays ; or ( d ) the Company shall commence a voluntary case under any applicable bankruptcy, insolvencyor other similar Law now or hereafter in effect, or consent to the entry of an order for relief in an involuntarycase under any such Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator ( or similar official ) of the Company or for any substantial part ofits property, or make any general assignment for the benefit of creditors