definiens: means a schedule delivered to Buyer by the Company prior to the Closing Datewith the following information ( where applicable, determined before any applicable Tax withholding ): ( a ) the name, email address ( to the extent available ) and address of record of each CompanyHolder and each recipient of a Change of Control Payment and, in the case of the recipients of the Change of ControlPayments, each such recipient ’s wire instructions ; ( b ) the number of shares of each class or series of Company Capital Stock held by eachCompany Holder ; ( c ) the respective portion of the Closing Payment payable to each holder of Company CapitalStock pursuant to this Agreement ; ( d ) the respective portion of any payments to be made to the Company Holders and theapplicable recipients of the Change of Control Payments pursuant to Section 2.12(f ) ; ( e ) the respective portion of any Milestone Payments to be made to the Company Holders andthe applicable recipients of the Change of Control Payments pursuant to Section 2.13 ; ( f ) the Pro Rata Percentage of each Company Holder and each recipient of a Change of ControlPayment ; ( g ) the Pro Rata Capital Stock Percentage of each Company Holder ; ( h ) the Pro Rata Indemnification Percentage of each Company Holder and each recipient of aChange of Control Payment assuming no Company Holder becomes entitled 2 to payment for the shares of Company Capital Stock owned by such Company Holder pursuant to the DissentStatute ; and ( i ) the amount of the Shareholders ’ Representative Fund that will be allocated to each CompanyHolder and the applicable recipients of the Change of Control Payments pursuant to each such Company Holder’srespective Pro Rata Percentage