definiens: shall mean the occurrence of any one or more of the following events : ( a ) Flamel or the Company shall ( i ) file a voluntary petition or commence a voluntary case seeking liquidation, winding - up, reorganization, dissolution, arrangement, readjustment of debts or any other relief under theBankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter ineffect, ( ii ) apply for or consent to the appointment of or taking possession by a custodian, trustee, receiver orsimilar official for or of itself or all or a substantial part of its properties or assets, ( iii ) fail generally, or admit inwriting its inability, to pay its debts generally as they become due, ( iv ) make a general assignment for thebenefit of creditors or ( v ) take any corporate action to authorize or approve any of the foregoing ; or ( b ) Any involuntary petition or case shall be filed or commenced against Flamel or the Company seekingliquidation, winding - up, reorganization, dissolution, arrangement, readjustment of debts, the appointment of acustodian, trustee, receiver or similar official for it or all or a substantial part of its properties or any otherrelief under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now orhereafter in effect, and such petition or case shall continue undismissed and unstayed for a period of 60days ; or an order, judgment or decree approving or ordering any of the foregoing shall be entered in any suchproceeding