Common use of Definition of Events of Default Clause in Contracts

Definition of Events of Default. Any of the following specified events shall constitute an event of default (each an "Event of Default") under this Agreement with respect to Pledgor: (a) the failure of Pledgor to pay when due any amount under the Note; (b) any representation, warranty or statement made or deemed to be made by Pledgor under or in connection with this Agreement, the Stock Purchase Agreement or the Rights Agreement shall have been false or misleading in any material respect when made or deemed to have been made and on the date on which such misrepresentation or breach is discovered or determined; provided, that, no such misrepresentation or breach shall constitute an Event of Default hereunder if such misrepresentation or breach is cured within thirty (30) days after the earlier of (i) its discovery or determination by Pledgor and (ii) notice to Pledgor by Pledgee and the costs of effecting such cure are not material; (c) Pledgor shall breach or fail to observe or perform any covenant or agreement set forth in the Documents; (d) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of the Pledgor, or of a substantial part of his property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Pledgor, or for a substantial part of his property or assets, or (C) the winding-up or liquidation of the Pledgor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (e) the Pledgor shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (i) above, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such party or for a substantial part of its property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (G) take any action for the purpose of effecting any of the foregoing.