Sample Share Purchase And Share Holder Agreement Page 6

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"Event of Bankruptcy" means, with re-spect to any Person (other than Government), any
of the following:
(a)
An adjudication that it is bank-rupt or insol-vent, or the entry of an order for relief
under applica-ble bank-ruptcy Law;
(b)
The making by it of a gen-eral as-sign-ment for the bene-fit of creditors;
(c)
The commencement by it of a vol-un-tary case or other proceeding seeking
liqui-da-tion, reor-ganiza-tion or other relief with re-spect to itself or its debts under any
bank-ruptcy, insolvency or other similar Law now or here-after in effect or seeking the
appoint-ment of a trust-ee, receiver, liqui-dator, custodi-an or other similar official of it or
any sub-stantial part of its assets or property, or consent to any such relief or to the
ap-pointment of or taking of possession by any such offi-cial in an involun-tary case or
other proceeding commenced against it; or
(d)
The commencement against it of an invol-un-tary case or other pro-ceeding
seeking liqui-da-tion, reor-ganiza-tion or other relief with respect to it or its debts under
any bank-rupt-cy, insolvency or other similar Law now or here-after in effect or seeking
the ap-pointment of a trustee, receiver, liquidator, custodian or other similar official of it
or any substan-tial part of its assets or property and such involuntary case or other
pro-ceeding shall remain undismissed or unstayed for a peri-od of 120 (one hundred and
twenty) days from the date of admission of such case or proceeding;
“Government” shall have the meaning ascribed to such term in the Preamble hereof;
“Government Losses” shall have the meaning ascribed to such term in Clause 11.2
hereof;
“Government DP” means __________, the Depository Participant of the Government
with whom the Government has entered into an agreement dated ______;
“Government Nominee Directors” shall have the meaning ascribed to such term in Clause
2.1.1(d) hereof;
“Governmental Authority” shall mean any government, regulatory authority,
governmental department, agency, commission, board, tribunal or court or other law, rule
or regulation-making entity, having or purporting to have jurisdiction on behalf of any
nation, or province or state or other subdivision thereof or any municipality, district or
other subdivision thereof;
“Last Balance Sheet” shall have the meaning ascribed to such term in Clause 3.4(a)
hereof;
“Law” means any statute, law, regulation, ordinance, rule, judgement, notification, rule of
common law, order, decree, bye-law, Government approval, directive, guideline,

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Parent category: Business