Common use of Allocation Certificates Clause in Contracts

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock, Company Options and Company Warrants, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Options or Parent RSUs, (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock held and/or underlying the Parent Options or Parent RSUs as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer chief financial officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) Time and after giving effect to the closing of the Closing Financing): (i) each holder of Company Share Capital Stock, Company Options and Company WarrantsOptions, (ii) such holder’s name and address; (iii) the number and type of Company Share Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) with respect to each share of Company Share Capital or Company Option which is a covered security within the meaning of Section 6045 of the Code the cost basis and acquisition date of such security; (v) the number of shares of Parent Common Stock ADSs to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Share Capital Stock, or Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time Time; and (vi) the pro rata share of each holder of Company Share Capital outstanding as of the Closing Date in the aggregate amount of the Chemomab Warrant (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer chief financial officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time Time: (i) each record holder of TABLE OF CONTENTS​​​​​​​​ Parent Common StockADSs, Parent Options or Parent RSUsWarrants, (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock ADSs held and/or underlying the Parent Options or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Stock, Company Options and Company Warrants, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Options or Parent RSUsWarrants, (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock held and/or underlying the Parent Options or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer chief financial officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) Time and after giving effect to the closing of the Closing Financing): (i) each holder of Company Share Capital Stock, Company Options and Company WarrantsOptions, (ii) such holder’s name and address; (iii) the number and type of Company Share Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) with respect to each share of Company Share Capital or Company Option which is a covered security within the meaning of Section 6045 of the Code the cost basis and acquisition date of such security; (v) the number of shares of Parent Common Stock ADSs to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Share Capital Stock, or Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time Time; and (vi) the pro rata share of each holder of Company Share Capital outstanding as of the Closing Date in the aggregate amount of the Chemomab Warrant (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer chief financial officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time Time: (i) each record holder of Parent Common StockADSs, Parent Options or Parent RSUsWarrants, (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock ADSs held and/or underlying the Parent Options or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten five (105) Business Days prior to the Closing Date a certificate signed by the Chief Financial Executive Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective TimeTime and after giving effect to the closing of the Pre-Closing Financing) (i) each holder of Company Capital Stock, Company Options Stock and Company WarrantsOptions, (ii) such holder’s name and address; (iii) the number and type of Company Capital Stock held and/or underlying the Company Options and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Stock, Stock or Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Options or Parent RSUsWarrants, (ii) such record holder’s name and address, (iii) the number of shares of Parent Common Stock held and/or underlying the Parent Options or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent setting forth (as of immediately prior to the Effective Time) (i) each holder of Company Capital Common Stock, Company Options Options, and Company Warrants, ; (ii) such holder’s name and address; (iii) the number and type of Company Capital Common Stock held and/or underlying the Company Options Options, and Company Warrants as of the immediately prior to the Effective Time for each such holder; and (iv) the number of shares of Parent Common Stock to be issued to such holder, or to underlie any Parent Company Option or Company Warrant to be issued to such holder, pursuant to this Agreement in respect of the Company Capital Common Stock, Company Options or Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) five Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, as of immediately prior to the Effective Time (i) each record holder of Parent Common Stock, Parent Options Options, Parent Deferred Stock Rights, or Parent RSUs, Warrants; (ii) such record holder’s name and address, ; and (iii) the number of shares of Parent Common Stock held and/or underlying the Parent Options Options, Parent Deferred Stock Rights, or Parent RSUs Warrants as of the Effective Time for such holder (the “Parent Outstanding Shares Certificate”).

Allocation Certificates. (a) The Company will prepare and deliver to Parent at least ten (10) two Business Days prior to the Closing Date a certificate certificate, signed by the Chief Financial Officer of the Company in a form reasonably acceptable to Parent Parent, setting forth (as expected as of immediately prior to the Effective Time) (i) each record holder of Company Capital Stock, Company Options and or Company Warrants, (ii) such record holder’s name and address; (iii) the number and type class of Company Capital Stock held and/or or underlying the Company Options and or Company Warrants as of the immediately prior to the Effective Time for each held by such record holder; and (iv) based on the then estimated Exchange Ratio set forth in such certificate, the number of shares of Parent Common Stock to be issued to such record holder, or to underlie any Parent Option or Company Warrant to be issued to such record holder, pursuant to this Agreement in respect of the such record holder’s Company Capital Stock, Company Options or and Company Warrants held by such holder as of immediately prior to the Effective Time (the “Allocation Certificate”). (b) Parent will prepare and deliver to the Company at least ten (10) two Business Days prior to the Closing Date a certificate signed by the Chief Financial Officer of Parent in a form reasonably acceptable to the Company, setting forth, forth (as expected as of immediately prior to the Effective Time but after giving effect to the Parent Reverse Stock Split) (i) each record holder of Parent Common Stock, Parent Options or Parent RSUs, Warrants; (ii) such record holder’s name and address, ; and (iii) the number of shares of Parent Common Stock held and/or or underlying the Parent Options or Parent RSUs as of the Effective Time for Warrants held by such record holder (the “Parent Outstanding Shares Certificate”).