Section 3.2-1 of the Company Disclosure Letter sets forth the authorized capital stock, limited liability company interests, membership interests or other equity interests of each of the Company Subsidiaries, and the outstanding capital stock, limited liability company interests, membership interests or other equity interests of each such Company Subsidiary and record and beneficial owners thereof. Except for the Company Subsidiaries set forth in Section 3.2-1 of the Company Disclosure Letter , no Company or Company Subsidiary owns of record or beneficially, or controls, directly or indirectly, any capital stock, partnership, membership or similar equity interest (or securities convertible into, or exercisable or exchangeable for, any such capital stock, partnership, membership or similar equity interest) in, or is under any obligation to form or participate in, provide funds to or make any loan, capital contribution or other investment in, any Person. All of the issued and outstanding equity securities of the Company Subsidiaries are duly authorized and validly issued. Each Company owns good title to all the issued and outstanding capital stock, limited liability company interests, membership interests or other equity interests in its Company Subsidiaries (as applicable) free and clear of all Liens and restrictions on transfer except for: (a) the Cenveo Existing Liens (which will be released upon or prior to the consummation of the Closing); (b) Liens disclosed in Section 3.2-2 of the Company Disclosure Letter ; and (c) Liens or restrictions on transfers imposed by foreign, federal and state securities Laws or this Agreement. None of such equity interests in each Company Subsidiary have been issued in violation of any preemptive rights, rights of first refusal, redemption rights, repurchase rights or other similar rights or restrictions on transfer (other than restrictions under federal or state securities Laws) or in violation of federal or state securities Laws. Except as set forth in Section 3.2-3 of the Company Disclosure Letter , there is no security, option, warrant, right, call, subscription, put, Contract or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly: (x) calls for the acquisition, redemption, issuance, sale, pledge or other disposition of any capital stock, limited liability company interests, membership interests or other equity interests of any Company Subsidiary, or any securities convertible into, or other rights to acquire, any capital stock, limited liability company interests, membership interests or other equity interests of any Company Subsidiary; (y) relates to the voting or control of any capital stock, limited liability company interests, membership interests or other equity interests of any Company Subsidiary; or (z) obligates any Company or Company Subsidiary to grant, offer or enter into any of the foregoing.