definiens: shall mean : ( a ) the failure by [COMPANY] Canada to meet the claims, representations or warranties made on labeled promotional orproduct information or on labeled products as required pursuant to this Agreement ; ( b ) any misrepresentation herein contained resulting in a material adverse effect on HQ, or any material breachby [COMPANY] Canada of any warranty, obligation or other provision of this Agreement . It is acknowledged andagreed that persistent or repeated minor breaches can amount to a material breach if they cause a significantadverse effect to HQ ; 35 of 52 ( c ) an attachment is made of all or substantially all of the property or assets of [COMPANY] Canada ; ( d ) the making of a general assignment by [COMPANY] Canada for the benefit of its creditors ; ( e ) the appointment ( by court order or otherwise ) of a receiver, receiver and manager or a trustee for the benefitof one or more of the creditors of [COMPANY] Canada ; ( f ) the filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or the filing of an answer oradmission seeking relief pursuant to applicable bankruptcy law pertaining to [COMPANY] Canada, or anyproceedings under the Companies ’ Creditors Arrangement Act, R.S.C. 1985, c. C.-36, as amended ; or ( g ) the filing of an involuntary petition in bankruptcy pertaining to [COMPANY] Canada which petition is not dismissed, vacated, set aside or stayed within forty - five ( 45 ) days