definiens: shall mean in relation to [COMPANY], any one of the following : 1.36.1 a notice having been issued to convene a meeting fo r the purpose of passing a resolution to wind up that Party, or such a resolution having bee n passed other than a resolution for the solvent reconstruction or reorganization of that Pa rty or for the purpos e 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 or quotation of the same on the National Association of Securities Dealers Automated Quotation System or an y other international stock exchange ; 1.36.2 a resolution having been passed by that Party ’s dir ectors or shareholders to seek a winding up order or a petition for a winding up order or appli cation for declaration of désastre having been presen ted against that Party which has not been dismissed or withdrawn within thirty ( 30 ) days of its presentation, or any analogous action is tak en in a jurisdiction other than England and Wales ; 1.36.3 a resolution having been proposed by that Pa rty to appo int an administrator, or to apply to court for an administration order, or an application for an administration [ * * * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WI TH THE COMMISSION 7 order having been lodged with the court whether or not by that Party or any step is taken pursuant to the Insolvency Act 1986, Schedule B1 an d / or the Insolvency Rules 1986 to appoint an administrator out of court or that Party enters administration, or any analogous action that is taken in a jurisdiction other than England and Wale s ; 1.36.4 a receiver, administrative receiver, receiver and m anager, court appointed receiver, interim receiver, custodian, sequestrator or similar office r is appointed in resp ect of that Party or over any part of that Party ’s assets or any Third Party takes steps to appoint su ch an officer in respect of that Party or an encumbrancer takes steps to enf orce or enforces its security over any part of that Party ’s assets, or any an alogous action that is taken in a jurisdiction othe r than England and Wales, including but not limited to the appointment or application to appoint a liquidator or the Viscount of the Royal Court of Jersey in respect of that Party or any of its assets ; 1.36.5 a moratorium comes into force in respect of that Pa rty or that Party ’s directors resolve to make a proposal for a voluntary arrangement or meetings are convened for consideration of a proposal for a voluntary arrangement made in relation to tha t Par ty under Part I and/or Schedule A1 of the Insolvency Act 1986, or any analogous action th at is taken in a jurisdiction other than England and Wales ; 1.36.6 an application or proposal is made under Part 26 of the Companies Act 2006 ( as amended ), Article 125 of the Companies ( Jersey ) Law 1991, or any anal ogous action that is taken in a jurisdiction other than England and Wales ; or 1.36.7 a step or event having been taken or arisen outside England and Wales which is similar or analogous to any of the step s or events listed above including under the United States Bankruptcy Code ( including a filing under Chapter 1 1 proceedings ) or other relevant laws of the USA which, in the case of a filing made against [COMPANY] shall not have been appealed within seven ( 7 ) days of having been lodged or such an order shall having been made and not dismissed within thirty ( 30 ) days thereafter ; 1.36.8 that Party takes any step, whether under the Insolv ency Act 1986 or otherwise ( including starting negotiations ), with a vie w to readjustment, rescheduling or deferral of any part of that Party ’s indebtedness, or proposes or makes any gene ral 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 P arty ’s creditors or the Party submits to any type of voluntary arrangement, or an y analogous action that is taken in a jurisdiction other than England and Wales ; [ * * * ] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WI TH THE COMMISSION 8 1.36.9 as to [COMPANY], where [COMPANY] is unable to pay or has no reasonable prospect of being able to pay its debts within the meaning of Section 123 Ins olvency Act 1986, but disregarding references in the Insolvency Act 1986 to proving this inability to th e court ’s satisfaction, or any analogous event that is taken in a jurisdiction oth er than England and Wales, including but not limited to [COMPANY] being unable to discharge its l iabilities as they fall due for the purposes of the Companies ( Jersey ) Law 1991 or the Bankruptcy ( Désastre ) ( Jersey ) Law 1990 ; or 1.36.10 [COMPANY] is or becomes within the meanin g of Article 8 of the Interpretation ( Jersey ) Law 1954