Final Conversion Schedule. Showing: (i) for each Company Holder, as of the Closing Date: (A) (1) the name and mailing address of such Company Holder, (2) whether such Company Holder is a current or former employee of the Company or of a non-Israeli subsidiary of the Company, and if so the name of the entity by which such Company Holder is employed, (3) whether such Company Holder is or has ever been employed by Wintegra Ltd. or another Israeli subsidiary of the Company, and, (4) with respect to any Company Holder that is
... a current or former employee of the Company or any non-Israeli subsidiary of the Company (x) whether, to the Knowledge of the Company, the Company or any subsidiary of the Company has ever paid such Company Holder in Israel or made withholdings on (or made reports with respect to) payments made to such Company Holder for Israeli Taxes and (y) whether such Company Holder holds 10% or more of the voting power of the Company (including for this purpose all shares held or issuable upon exercise of options, warrants or other securities (whether vested or unvested) of the Company, (B) the number and class of shares of Company Capital Stock held, whether such shares are certificated or uncertificated (and if such shares are certificated, the certificate number), whether such shares were obtained upon exercise of a Company Option (and, if so, the grant date and exercise date of such Company Option, whether such Company Option was an incentive stock option (as defined in Section 422 of the Code) and whether such Company Option was granted to such Company Holder only in connection with such Company Holder's employment with the Company or any non-Israeli subsidiary of the Company) and whether such shares are held or controlled by the 102 Trustee, (C) the number of shares and class of shares of Company Capital Stock subject to each Company Option, the exercise price per share, whether such Company Option is held or controlled by the 102 Trustee and, with respect to Unvested Company Options, the vesting schedules thereof, (D) the number and class of shares of Company Capital Stock subject to each Company Warrant held, the exercise price per share, the number of shares of Company Preferred Stock issuable upon exercise of such Company Warrant in accordance with Section 1.10(d) hereof, and the Conversion Ratio applicable to any Preferred Stock issuable on exercise of such Company Warrant, (E) a calculation of the amount payable to such Company Holder on the Effective Date (I) pursuant to Sections 1.9(a) and 1.10 in respect of shares of Company Capital Stock, and (II) pursuant to Section 1.10(c) in respect of Vested Company Options, (F) the amount required to be repaid to the Company by such Company Holder in respect of any promissory note made by such Company Holder in connection with the exercise of such Company Holder's Company Options, (G) the number of Parent Options issuable to each holder of Unvested Company Options, [Amendment to Merger Agreement] and (H) such Company Holder's Proportionate Indemnification Share of the Escrow Amount, (ii) an updated good faith itemized estimate of Company Fees and Expenses at the Closing (together with reasonable backup documentation in connection therewith), and (iii) an updated good faith itemized estimate of Indebtedness of the Company and the Company Subsidiaries at the Closing. An officer of the Company shall certify that the Final Conversion Schedule correctly reflects the calculations required to be made pursuant to this Agreement, and the Company shall deliver the Final Conversion Schedule together with such certification to Parent at or prior to Closing.
View More
