definiens: shall mean any of the following of the Company or any of its Affiliates ( i ) a firmly underwritten public offering of the Company ’s shares pursuant to a registration statement under the Securities Act of 1933, as amended, or pursuant to a prospectus under the Isra el Securities Law 1968, or equivalent laws of anoth er jurisdiction, resulting in the receipt of proceeds by the Company or an Affiliate or any of their res pective shareholders of at least $ 25 million ( ii ) a consol idation, merger or reorganization of the Company wi th or into, any other entity, other than a transaction in which shareholders of the Company immediately prior to t he transaction, hold in the aggregate, more than 50 % o f the securities of the surviving company after the transaction on a fully diluted basis ; ( iii ) a sale of all or su bstantially all of the shares and/or the assets of the Company, to persons who were not shareholders of the Company ; ( iv ) any transaction in which shareholders of the Co mpany entered into a transaction for the sale of more tha n 50 % of the outstanding share capital of the Comp any or ( v ) any event where the Parties shall mutually agree th at such event shall be declared an Exit Event