forth, as of the
date hereof, the share capitalization of Pantheon and all the outstanding
options, warrants or rights to acquire any share capital of Pantheon. Other than
those set forth in Section 9.1(a) of the Pantheon Disclosure Schedule: (i) there
are no options, warrants or other rights outstanding which give any Person the
right to acquire any share capital of Pantheon or to subscribe to any increase
of any share capital of Pantheon; and (ii) there are no disputes, arbitrations
or litigation proceedings involving Pantheon with respect to the share capital
of Pantheon.
(b) Except as set forth in Section 9.1(b) of the Pantheon Disclosure Schedule:
(i) no shares of capital stock or other voting securities of Pantheon were
issued, reserved for issuance or outstanding and there have not been any
issuances of capital securities or options, warrants or rights to acquire the
capital securities of Pantheon; (ii) all outstanding shares of the capital stock
of Pantheon are, and all such shares that may be issued prior to the date hereof
will be when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to or issued in violation of any purchase option,
call option, right of first refusal, preemptive right, subscription right or any
similar right under any provision of the DGCL, the Pantheon Constituent
Instruments (as defined below) or any Contract to which Pantheon is a party or
otherwise bound; and (iii) there are no outstanding contractual obligations of
Pantheon to repurchase, redeem or otherwise acquire any shares of capital stock
of Pantheon.
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(c) Except as set forth in Section 9.1(c) of the Pantheon Disclosure Schedule,
as of the date of this Agreement: (i) there are no bonds, debentures, notes or
other indebtedness of Pantheon having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
holders of Common Stock may vote ("Voting Pantheon Debt"); and (ii) there are no
options, warrants, rights, convertible or exchangeable securities, "phantom"
stock rights, stock appreciation rights, stock-based performance units,
commitments, Contracts, arrangements or undertakings of any kind to which
Pantheon is a party or by which it is bound (A) obligating Pantheon to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other equity interests in, or any security convertible or
exercisable for or exchangeable into any capital stock of or other equity
interest in, Pantheon or any Voting Pantheon Debt, or (B) obligating Pantheon to
issue, grant, extend or enter into any such option, warrant, call, right,
security, commitment, Contract, arrangement or undertaking.
(d) Except as set forth in Section 9.1(d) of the Pantheon Disclosure
Schedule, Pantheon is not a party to any agreement granting any security holder
of Pantheon the right to cause Pantheon to register shares of the capital stock
or other securities of Pantheon held by such security holder under the
Securities Act. The stockholder list provided to the Target is a