MERGER AND DISTRIBUTION AGREEMENT by and among THE MOSAIC COMPANY, GNS II (U.S.) CORP., GNS MERGER SUB LLC, CARGILL, INCORPORATED and Solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f),...Merger and Distribution Agreement • January 19th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
This MERGER AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 18, 2011, is by and among The Mosaic Company, a Delaware corporation (“Mosaic”), Cargill, Incorporated, a Delaware corporation (“Cargill”), GNS II (U.S.) Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Mosaic that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined below) (“M Holdings”), GNS Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”), and, solely with respect to (and for the limited purposes set forth in) Sections 4.1(c), 4.1(d), 5.7, 7.2(e), 7.2(f), 7.3(b)-(d), 7.4, 7.5, 7.6, 11.9, 11.13(d) and the last two sentences of Section 11.6, the MAC Trusts (as defined below).
