Corporate Matters; Subsidiary Stock Sample Clauses

Corporate Matters; Subsidiary Stock. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the incorporation state indicated for such Subsidiary in Schedule 4.1. Each Subsidiary is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it is required so to qualify, except where the failure so to qualify could not be reasonably expected to have a material adverse effect on the business, operations or condition (financial or otherwise) of such Subsidiary, and each has full corporate power and authority to carry on the business in which it is now engaged. Schedule 4.1 also sets forth the name and business address of each funeral home, cemetery and/or other related businesses owned or operated by the particular Subsidiary. The articles of incorporation or corporate charters of each Subsidiary and all amendments thereto, certified by the Secretary of State of the state in which each is incorporated, a certificate of good standing, or similar certificate, dated and certified within 30 days of the Closing by the applicable Secretary of State for each Subsidiary, and a copy of each Subsidiary's bylaws, as amended to date, certified by the appropriate recording officers of each, will be delivered to BCP and Holdings prior to or at the Closing. The Subsidiaries do not own, directly or indirectly, any interest in the capital stock of any other corporation, association, trust or similar entity, any interest in the equity of any partnership or similar entity, any share in any joint venture, or any other equity or proprietary interest in any entity or enterprise, however organized and however such interest may be denominated or evidenced. Schedule 4.1 accurately sets forth the capitalization and ownership, and the issued and outstanding capital stock, of each of the Subsidiaries. As of the Closing Date, RDI will own all of the outstanding capital stock of each of the Subsidiaries. All of the outstanding capital stock of each Subsidiary is duly authorized and validly issued, fully paid and nonassessable. None of the shares of capital stock of any Subsidiary were issued in violation of any preemptive rights. Between the date hereof and the Closing, Loewen will cause each xx xxe Subsidiaries not to issue, sell or purchase, or agree to issue, sell or purchase, any shares of common stock or any other security of such Subsidiary (including, without limitation, any option, right or warrant to purchase any common stock or any ot...