(d) Adjustment. If the outstanding shares of the class or series of shares issuable upon exercise hereof shall be subdivided into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall simultaneously with the effectiveness of such subdivision, be proportionately reduced. If the outstanding shares of the class or series of shares issuable upon exercise hereof shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, in accordance herewith, the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. In case at any time or from time to time on or after the date hereof the holders of the class of shares of which the Warrant Shares are a part, shall have received or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional securities of the Company by way of dividend, bonus shares or other distribution, then, and in each case, the Holder shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional securities of the Company which such Holder would be entitled to receive had it been the holder of record of such Warrant Shares on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional shares receivable by it as aforesaid during such period.
(e) For the purpose of this Warrant, the following terms are defined as follows:
"IPO" means an initial underwritten public offering of the Shares of the Company pursuant to an effective registration 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
"Corporate Transaction" means the consummation of any of the following transactions or series of related transactions to which the Company is a party: (i) A merger, acquisition, reorganization or consolidation in which the Company is not the surviving entity (or survives only as a subsidiary of another entity whose shareowners did not own all 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 is incorporated; or (ii) the sale, transfer, exchange or other disposition of all or substantially all of the shares or assets of the Company (including, intellectual property rights which, in the aggregate, constitute substantially all of the Company's material assets), in a transaction not covered by the exception to clause (i) above; provided, however, that a bona fide private equity financing of the Company, which does not fall under Section (i) or (ii) above, shall not constitute a Corporate Transaction hereunder.
Method of Exercise; Payment; Redemption
(a) Prior to the Expiry Date, this Warrant may be exercised by the Holder, in whole or in part), by the surrender of this Warrant, with a duly executed notice of exercise in the form attached hereto as Exhibit A (the "Notice of Exercise") at the principal office of the Company, accompanied by the payment to the Company, by cash, wire transfer or such other method acceptable to the Company, of an amount equal to the applicable Exercise Price under Section 1(a) above.
(b) In the event that the Holder does not provide the Company with the Notice of Exercise and effect the payment in consideration for the Warrant Shares purchased by such Holder prior to the Expiry Date, then such Holder shall be deemed to have waived its rights under this Warrant.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.