/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Note/0.md
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The occurrence of any one or more of the following events with respect to {_Maker} will constitute an event of default under this {_Promissory_Note} (“{_Event_of_Default}”):
  1. If {_Maker} fails to pay when due any payment of principal of, or interest on, this {_Promissory_Note} and such failure continues for 15 days after {_Payee} notifies {_Maker} of such failure to pay in writing; provided, however, that the exercise by {_Maker} in good faith of its right of setoff pursuant to Paragraph 1(d), whether or not ultimately determined to be justified, will not constitute an {_Event_of_Default}.
  2. If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), {_Maker} (A) commences a voluntary case or proceeding; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (D) makes an assignment for the benefit of its creditors; or (E) admits in writing its inability to pay its debts as they become due.
  3. If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against {_Maker} in an involuntary case; (B) appoints a trustee, receiver, assignee, liquidator, or similar official for {_Maker} or substantially all of {_Maker}’s assets; or (C) orders the liquidation of {_Maker}, and in each case the order or decree is not dismissed within 60 days.