Closing Equity Holdings

Closing Equity Holdings. Means 100% (one hundred per cent) of the shares or quotas representing the equity capital of New Mosaic Brazil, and which shall be transferred to Purchaser on the Closing Date, free and clear of any Liens; provided, however, that if the Mosaic Reorganization has not been completed prior to the Closing Date, at the election of Purchaser to which Mosaic already agrees, only the Shares shall be deemed to be the Closing Equity Holdings for the purposes of this Agreement.