Examples of Mosaic Common Stock in a sentence
As of the Capitalization Date, there were (i) 2,807,6558 shares of Mosaic Common Stock subject to outstanding and unexercised Mosaic Options with a weighted average exercise price of $35.72 per share and (ii) 532,762 restricted stock units with respect to Mosaic Common Stock.
Since the Capitalization Date through the date of this Agreement, Mosaic has not issued any shares of Mosaic Common Stock other than pursuant to the vesting or exercise of Mosaic Awards in accordance with their terms and has not issued or granted any Mosaic Awards.
As of the date hereof, Cargill and its Subsidiaries own, beneficially and of record, an aggregate of 285,759,772 shares of Mosaic Common Stock, free and clear of any and all Securities Encumbrances, except for Securities Encumbrances that would not reasonably be expected to have a Material Adverse Effect on Cargill.
All of the issued and outstanding shares of Mosaic Common Stock are duly authorized, validly issued in compliance with applicable Law, fully paid and non-assessable and not entitled to pre-emptive rights.
All outstanding unexercised and unexpired options to purchase shares of Mosaic Common Stock (“Mosaic Options”) or outstanding restricted stock units with respect to Mosaic Common Stock and other equity awards with respect to Mosaic Common Stock (collectively with Mosaic Options, “Mosaic Awards”) outstanding under The Mosaic Company 2004 Omnibus Stock and Incentive Plan, as amended, the IMC Global Inc.
Prior to Closing, Mosaic shall promptly notify Cargill of any shares of Mosaic Common Stock issued by Mosaic following the Share Number Date and immediately prior to the Closing (the aggregate number of shares of Mosaic Common Stock set forth in clause (A) of the preceding sentence plus any shares of Mosaic Common Stock set forth in a notice pursuant to this sentence, the “Mosaic Outstanding Share Number”).
As of the date of this Agreement, Cargill directly owns 11,631,933 shares of Mosaic Common Stock, GNS I, a direct wholly-owned Subsidiary of Cargill, directly owns 30,155,221 shares of Mosaic Common Stock, and CFI, a direct majority-owned Subsidiary of Cargill, directly owns 243,972,618 shares of Mosaic Common Stock.
Cargill shall cause all shares of Mosaic Common Stock held by Subsidiaries of Cargill to be transferred to Cargill on or prior to the Closing Date.
Such shares of Mosaic Common Stock constitute all of the capital stock of, and any other equity interests in, Mosaic owned of record or beneficially by Cargill and its Subsidiaries.
As of the close of business on January 14, 2011 (the “Capitalization Date”), there were 446,178,085 shares of Mosaic Common Stock outstanding.