definiens: shall mean ( a ) any merger, co nsolidation or reorganization of Novocure with or into another company or entity whether Novocure is the surviving entity or not, other than any such me rger, consolidation or reorganization in which the shareh olders of Novocure immediately prior to such merger, consolidation or reorganization, continue to hold a t least a majority of the voting power of the survi ving entity ( or, if the surviving entity is a wholly owned subs idiary, its parent ) immediately after such merger, consolidation or reorganization and as a result of which the surv iving entity is bound by the undertakings of Novocu re hereunder ; ( b ) the sale or other disposition of all or substantially all of the assets of Novocure or the sale of or exclusive license to its intellectual property and/ or technology or similar transaction ; ( c ) the sale or other disposition of all or substantially all of the shar es of Novocure ; or ( d ) any transaction or series of related transactions to which Novocure is a party that resu lt in the transfer of fifty percent ( 50 % ) or more o f the voting power or the share capital of Novocure ; provided, however, that : ( i ) for purposes of each of the fore going sub - clauses(b ), ( c ) and ( d ) an M&A Transaction shall no t include any transaction ( or series of transaction s ) with any company or entity that is an affiliate of Novocure that is made for internal corporate reorganization purposes only ( resulting in no change in the ultimate owners hip and economic interest of the shareholders of No vocure immediately prior to such reorganization ), with no consideration, or with nominal consideration requir ed by applicable law, and provided that such affiliate sh all, and to the extent Novocure shall survive any s uch reorganization, such affiliate and Novocure shall, jointly and severally, undertake towards the Techni on Parties to be bound by the undertakings and obligations her eunder towards the [COMPANY] Parties ( it being under stood that royalties or other payments on a one - time or o n an ongoing basis being paid to Novocure by such a ffiliate as a wholly owned subsidiary of such affiliate ( and no t being ultimately distributed to the pre - reorganiz ation shareholders of Novocure ) pursuant to a commerciall y reasonable agreement to be executed as part of su ch reorganization between such affiliate and Novocure will not deemed consideration paid in the M&A Transaction ) ; and ( ii ) for purposes of sub - clause ( d ), an M&A Transaction shall not include any transa ction ( or series of transactions ) that is ( or are ) effected p rincipally for bona fide equity financing purposes in which cash is received by Novocure or indebtedness of Novocure is cancelled or converted or a combination thereof