Class A Common Stock Clause Samples

Class A Common Stock. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

Class A Common Stock. The Company has registered its Class A Common Stock pursuant to Section 12(b) or 12(g) of the Exchange Act and is in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements for the continued listing or quotation of its Class A Common Stock, and such Class A Common Stock is currently listed or quoted on the Principal Trading Facility. As of the date hereof, the Principal Trading Facility is the OTC Bulletin Board.

Class A Common Stock. Upon issuance and delivery of the Seminis Shares in accordance with this Agreement, the Seminis Shares will be duly authorized, validly issued, fully paid and nonassessable.

Class A Common Stock. Each holder of shares of Class A Common Stock will be entitled to one vote for each share thereof held at the record date for the determination of the stockholders entitled to vote on such matters.

Class A Common Stock. 2 COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Class A Common Stock. If we enter into any Forward during the term of the Sales and Registration Agreement, such Forward will provide for an Initial Hedging Period during which certain terms of such Forward such as the Floor Price and Cap Price as applicable, will be determined. We have been advised that the Forward Counterparty intends to establish its hedge positions in respect of any such Forward during such period through sales of shares of our Class A common stock by the Forward Seller under this prospectus supplement that we will agree to pledge to the Forward Counterparty, as described in “Forward Transactions—Share Pledge Arrangement” (with a right of rehypothecation), and the Forward Counterparty will rehypothecate and sell up to the maximum number of shares of our Class A common stock underlying the particular Forward. The establishment of such hedge positions could have the effect of decreasing, or limiting an increase in, the market price of shares of our Class A common stock. We have also been advised by the Forward Counterparty that it expects that, on the same days during the Initial Hedging Period when it (or its affiliate) is selling a number of Hedging Shares necessary to introduce into the public market up to the maximum number of shares underlying the particular Forward, the Forward Counterparty or its affiliate(s) will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account, as the Forward Counterparty expects its initial hedge position in respect of any Forward to be substantially less than the number of shares underlying such Forward. Such purchases in the open market may have the effect of increasing, or limiting a decrease in the market price of shares of our Class A common stock. The Floor Price and the Cap Price of each Forward will be determined upon completion of the Initial Hedging Period for such Forward, based on the prices obtained in connection with sales of the Hedging Shares by the Forward Seller during the Initial Hedging Period, and as such will be subject to the market risk at the time. The Floor Price is intended to mitigate the downside risk of any potential decline in the Reference Price below the Floor Price during the valuation period, but the Cap Price would also limit the potential upside benefit to the extent the Reference Price were to exceed the Cap Price during the valuation period. See “Forward Transactions”. In addition, we have been advised that the Forward Counter...

Class A Common Stock. 4 Commission............................................ 4

Class A Common Stock. In addition to any other approval required by law or by this Restated Certificate of Incorporation, the affirmative vote of a majority of the then outstanding shares of Class A Common Stock, voted separately as a class, shall be necessary to approve any consolidation of the Corporation with another corporation, any merger of the Corporation into another corporation or any merger of any other corporation into the Corporation pursuant to which shares of Common Stock are converted into or exchanged for any securities or any other consideration.

Class A Common Stock. The term “Class A Common Stock” means the Class A Common Stock of the Company, par value $0.0001 per share.