A ll of the issued and outstanding shares of capital stock of each Subsidiary are , where applicable, validly issued , fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.  Other than the Subsidiaries and as otherwise set forth on Schedule 3.1(e) , the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.  Except as disclosed in the SEC Reports, the Company is not a participant in any material joint venture, partnership or similar arrangement.