definiens: means a certificate that shall setforth ( in addition to the information required by the last sentence of Section 1.4 of this Agreement ) ( i ) ( x ) allIndebtedness outstanding immediately prior to the Closing, including the name, contact information andpayoff amounts, including all interest, premiums and penalties, as of the Closing Date to pay off suchIndebtedness in full and terminate all such Indebtedness and ( y ) the amount of the Company ’s cash andprepaid expenses as of immediately prior to the Closing ; ( ii ) a schedule of all Sellers ’ Expenses and thepersons and amounts to be paid at Closing in respect thereof ; ( iii ) the Reserve Amount to be paid to theStockholders ’ Representative at Closing ; ( iv ) a merger consideration spreadsheet setting forth the aggregateMerger Consideration, Option Consideration or Warrant Consideration to be paid at the Closing, 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;(v ) the name, address, and, to the extent known, tax identification number of each such Former Holder ; ( vi)a funds flow memo, including proper wire transfer instructions and amounts due to be paid to ( A ) each partyto be paid in respect of Indebtedness, ( B ) each party to receive a payment in respect of Sellers ’ Expenses,(C ) the Company ’s payroll agent in respect of Option Consideration for any employee of the Company orother Person for which payments are subject to withholding, ( D ) the Paying Agent in respect of allremaining Merger Consideration, Option Consideration or Warrant Consideration for payment to the FormerHolders ( other than payments to the Former Holders for whom amounts were deposited with the Company’spayroll agent pursuant to clause ( C ) ), and ( E ) the Stockholders ’ Representative in respect of the ReserveAmount