definiens: means with respect to a Party, any of the following events : ( i ) any thirdparty ( or group of third parties acting in concert as a within the meaning of Section 13(d ) of theExchange Act ) acquires ( including by way of a tender or exchange offer or issuance by such party),directly or indirectly, beneficial ownership or a right to acquire beneficial ownership of shares of suchParty representing fifty percent ( 50 % ) or more of the voting shares ( where voting refers to being entitledto vote for the election of directors ) then outstanding of such Party ; ( ii ) such Party consolidates with ormerges into another corporation or entity which is a third party, or any corporation or entity which is a thirdparty consolidates with or merges into such Party, in either event pursuant to a transaction in which morethan fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediatelyafter such consolidation or merger is not held by the holders of the outstanding voting shares of suchParty immediately preceding such consolidation or merger ; or ( iii ) such Party sells, transfers, leases orotherwise disposes of all or substantially all of its assets to a third party . means a day other than Saturday, Sunday or any day on which banks located inthe State of California are authorized or obligated to close