All issued and outstanding shares of capital stock or other equity interests of the Debtors and each of their respective Subsidiaries, as applicable, have been duly authorized and duly and validly authorized and issued, and are fully paid and nonassessable, and are not subject to any preemptive rights.  None of the Debtors or any of their respective Subsidiaries is a party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which obligates any of them to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interest in the Debtors or any of their Subsidiaries.