Section 5.2 of the Disclosure Schedule sets forth for each Acquired Company:  (a) its jurisdiction of incorporation, formation or organization; (b) whether such Acquired Company is a corporation, limited liability company, partnership or other type of entity, (c) the number of authorized Equity Interests for each class of its Equity Interests; and (d) the number of issued and outstanding Equity Interests for each class of its Equity Interests, the names of the holders thereof, and the number of Equity Interests held by each such holder.  All of the Equity Interests of the Acquired Companies have been duly authorized and are validly issued, fully paid, and non-assessable and were issued in compliance with applicable Laws.  None of the Equity Interests of the Acquired Companies were issued in violation of any agreement to which the applicable Acquired Company is a party or is subject or in violation of any preemptive or similar rights of any Person.  There are no outstanding Commitments that would require any Acquired Company to issue, sell, or otherwise cause to become outstanding any of its Equity Interests or other interests in any Acquired Company.  There are no voting trusts, proxies, or other agreements with respect to the voting or transfer of the Equity Interests.