definiens: shall mean circumstances under which a Party ( i ) has a receiver or similar officer appointed over all or substantially all of its assets or undertaking ; ( ii ) passes a resolution for winding - up ( other than a winding - up for the purpose of, or in connection with, any solvent amalgamation, reorganization or restructuring ) or a court makes an order to that effect or a court makes an order for administration ( or any equivalent order in any jurisdiction ) ; ( iii ) enters into any voluntary composition or arrangement with its creditors ( other than relating to a solvent amalgamation, reorganization or restructuring ) relating to all or substantially all of its assets ; or ( iv ) permanently ceases to carry on business ; in the case of each of the foregoing clauses ( i ) and ( ii ), where the event shall have continued for [ one hundred twenty ( 120 ) days ] undismissed, unbonded and undischarged