definiens: means the ( a ) formation and creation of one or more newSubsidiaries ( each a ) by the Company or one of its Subsidiaries, ( b ) assignment and transfer of all ofthe assets and liabilities to be transferred pursuant to the Women ’s Health APA plus an amount of cash ( not toexceed $ 30,000,000 in the aggregate ) by the Company and its Subsidiaries to the New WH Entity(ies ), ( c ) executionand delivery of the Interim TSA, ( d ) the distribution of all of the equity interests in the New WH Entity(ies ) to the FullyDiluted Common Holders ( either in a partial redemption of Common Stock, Company Stock Options and CompanyRSUs, or by adding all of the equity interests in the New WH Entity(ies ) to the Merger Consideration for distribution tothe Fully Diluted Common Holders in the Merger ), and ( e ) execution and delivery of all agreements, documents, assignments, bills of sale and other ancillary agreements and certificates as may be necessary to give effect to theforegoing transactions, in each case in form and substance reasonably satisfactory to both Buyer and Company