definiens: shall mean any of the following ( of the Company or of any Affiliate ): ( i ) a firmly underwritten public offeringof the Company ’s shares pursuant to a registration statement under the U.S. Securities Act of 1933, as amended, orpursuant to a prospectus under the Israel Securities Law 1968, or equivalent laws of another jurisdiction, including anysale of affiliate shareholders of the Company through such registration or registration of shares that may be tradable inthe future, resulting in the receipt of proceeds by the Company or Affiliate or any of their shareholders at a valuation ofat least $ 25 million ; ( ii ) a consolidation, merger or reorganization of the Company with or into, any other entity orperson, other than a merger in which shareholders of the Company immediately prior to the transaction, hold in theaggregate, more than 50 % of the securities or assets of the surviving company on a fully diluted basis ; ( iii ) a sale of allor substantially all of the shares of the Company and/or the assets of the Company, to persons who were notshareholders of the Company ; ( iv ) any transaction in which shareholders of the Company entered into a transaction, immediate or future, for the sale of more than 50 % of the outstanding share capital of the Company or ( v ) anytransaction where the Parties shall mutually agree that such transaction shall be declared an Exit Event