definiens: means an initial underwritten public offering of the Shares of the Company pursuant to an effectiveregistration statement under the United States Securities Act of 1933, as amended or the Israeli Securities Law, 5728 - 1968, as amended or equivalent law of another jurisdiction means the consummation of any of the following transactions or series of relatedtransactions to which the Company is a party : ( i ) A merger, acquisition, reorganization or consolidation in which theCompany is not the surviving entity ( or survives only as a subsidiary of another entity whose shareowners did not ownall or substantially all of the shares in substantially the same proportions as immediately prior to such transaction),except for a transaction the principal purpose of which is to change the jurisdiction in which the Company isincorporated ; or ( ii ) the sale, transfer, exchange or other disposition of all or substantially all of the shares or assets ofthe Company ( including, intellectual property rights which, in the aggregate, constitute substantially all of theCompany 's material assets ), in a transaction not covered by the exception to clause ( i ) above ; provided, however, thata bona fide private equity financing of the Company, which does not fall under Section ( i ) or ( ii ) above, shall notconstitute a Corporate Transaction hereunder