definiens: ; capitalized terms used herein but not defined herein have the meaning ascribedto such terms in the Merger Agreement ), among Parent, Scimed, Claude Acquisition Corp., a Delaware corporation and aformerly wholly owned subsidiary of Scimed, the Seller, Bionics Trust ( the ) and the Stockholders ’ Representative asof the date thereof ( the ) ; WHEREAS, as promptly as reasonably practicable upon request of the Purchaser after the date hereof, theSeller will form a wholly owned Delaware limited liability company with the name ( the ) in the manner described herein, which will be operated pursuant to the terms of the LLC Agreement ( as defined herein ) andthe Delaware Limited Liability Company Act ; WHEREAS, the Parties must undertake a substantial effort to separate the Transferred Assets ( as definedherein ) and prepare them to be transferred to the Company pursuant to this Agreement ( including preparing for the transfer ofthe Seller ’s manufacturing operations for IPG Products from the Seller ’s Sylmar facility to the Seller ’s new manufacturingfacility in Valencia, California ) ; WHEREAS, at or prior to the Closing, in the manner described herein, the Seller will transfer theTransferred Assets to the Company and the Company will assume the Assumed Liabilities ( as defined herein ) ; WHEREAS, at the Closing, the Seller will sell to the Purchaser a number of Membership Units in theCompany representing 88 % of the outstanding Membership Units of the Company ( which 88 % will represent 100 % of theClass A Units, and the Purchaser will become the sole managing member of the Company ( as of the Closing Date ) ) inexchange for $ 130,000,000 in cash