definiens: means a certificate thatshall set forth ( i ) a merger consideration spreadsheet setting forth the aggregate Merger Consideration, Option Consideration or Warrant Consideration to be paid with respect to such Contingent Payment, theexercise prices for each Company Option and Company Warrant, the amounts payable to and the Pro RataShare for each Former Holder of Company Capital Stock, Company Warrants and Company Options;(ii ) the PJSC Contingent Fees, which shall, to the extent not included in Sellers ’ Expenses, be deductedratably as incurred from the Merger Consideration, Option Consideration and Warrant Consideration ; ( iii ) afunds flow memo, including proper wire transfer instructions ( it being understood that wire transferinstructions for items ( A ) and ( B ) below shall be provided by Parent ) and amounts due to be paid to ( A ) the SurvivingCompany ’s payroll agent in respect of Option Consideration for any employee of the Surviving Companyor other Person for which payments are subject to withholding, ( B ) the Paying Agent ( if applicable ) inrespect of all remaining Merger Consideration, Option Consideration or Warrant Consideration for paymentto the Former Holders ( other than payments to the Former Holders for whom amounts were deposited withthe Company ’s payroll agent pursuant to clause ( A ) ), ( C ) PJSC in respect of any PJSC Contingent Fees, and ( D ) the Stockholders ’ Representative in respect of any addition to the Reserve Amount