Common use of Delivery of Buyer Shares Clause in Contracts

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty percent (20%) of the shares will be issued to each of the Shareholders. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 2 contracts

Samples: Stock Acquisition Agreement (Brown & Brown Inc), Stock Acquisition Agreement (Brown & Brown Inc)

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Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty thirty-three and one-third percent (2033 1/3%) of the shares will be issued to each of the Shareholders. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 1 contract

Samples: Stock Acquisition Agreement (Brown & Brown Inc)

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (ia) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). Such Pledged Shares shall be pledged by the Shareholders pro-rata, based upon their respective percentages of ownership in the Company as set forth in Section 1.3(d). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one within thirty (130) year days after the Closing Anniversary Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii1.3 (the "Pledge Agreement"). (iib) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty percent (20%) of the shares will be issued to each of the ShareholdersClosing. (bc) The parties agree that the dollar value of each Buyer Share shall be the Average Closing Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, or (ii) the number of Buyer Shares to be pledged under this Section 1.3, or 1.3 (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends). (d) Of the total number of Buyer Shares to be issued to the Shareholders, seventy-eight and two-tenths percent (78.2%) will be issued to Xxxxxxx and twenty-one and eight-tenths percent (21.8%) will be issued to Xxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown & Brown Inc)

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders Shareholders, in each case rounded up or down to the nearest whole share, as follows: (i) 25,759 shares, which equals ten percent (10%) of the Buyer Shares Shares, shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The 231,799, representing the remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The Of the total number of Buyer Shares to be issued to the Shareholders Shareholders, (A) 201,665 shares representing 87% will be issued as follows: twenty percent (20%) to Shareholder Xxxx Xxxxxxxx, of the which 181,499 shares will be issued at Closing, and 30,134 shares representing 13% will be issued to each Shareholder Xxxxx Xxxxxxxx, of the Shareholderswhich 27,121 shares will be issued at Closing. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown & Brown Inc)

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (ia) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). Such Pledged Shares shall be pledged by the Shareholders pro-rata, based upon their respective percentages of ownership in the Company as set forth in Section 1.3(d). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one within thirty (130) year days after the Closing Anniversary Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii1.3 (the "Pledge Agreement"). (iib) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty percent (20%) of the shares will be issued to each of the ShareholdersClosing. (bc) The parties agree that the dollar value of each Buyer Share shall be the Average Closing Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, or (ii) the number of Buyer Shares to be pledged under this Section 1.3, or 1.3 (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends). (d) Of the total number of Buyer Shares to be issued to the Shareholders, 2,858 will be issued to Xxxxxxx, Jr., 1,588 to Xxxxxxx, Sr., 1,588 to Xxxxxxx, and 316 to Xxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown & Brown Inc)

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Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders Shareholder, in each case rounded up or down to the nearest whole share, as follows: (i) 5,985 shares, which equals ten percent (10%) of the Buyer Shares Shares, shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders Shareholder under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' Shareholder's indemnification obligations, shall be delivered to the Shareholders Shareholder one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The 53,869, representing the remainder of the Buyer Shares shall be delivered to the Shareholders Shareholder at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty percent (20%) of the shares will be issued to each of the Shareholders. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown & Brown Inc)

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: (A) twenty-three and thirty-three one-hundreds percent (23.33%) of the shares will be issued to each of Xxxxxx X. Xxxxx and Xxxx X. Xxxxx; (B) twenty-three and thirty-four one-hundredths percent (23.34%) percent of the shares will be issued to Xxxxxxx X. Xxxxxxx; (C) twenty percent (20%) of the shares will be issued to each Xxxx X. Xxxxxxx; and (D) ten percent (10%) of the Shareholdersshares will be issued to Xxxxxx Xxxxxx. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 1 contract

Samples: Stock Acquisition Agreement (Brown & Brown Inc)

Delivery of Buyer Shares. (a) The Buyer Shares shall be issued to the Shareholders as follows: (i) ten percent (10%) of the Buyer Shares shall be pledged to Buyer as partial security for the indemnification obligations of the Shareholders under Article 8 hereof (the "Pledged Shares"). These Pledged Shares, subject to any reduction in number as may be necessary to satisfy the Shareholders' indemnification obligations, shall be delivered to the Shareholders one (1) year after the Closing Date, in accordance with the terms of the Pledge Agreement attached hereto as Exhibit 2.2(a)(iii). (ii) The remainder of the Buyer Shares shall be delivered to the Shareholders at the Closing (as defined in Section 2.1 hereof). The total number of Buyer Shares to be issued to the Shareholders will be issued as follows: twenty thirty-three and one-third percent (2033 1/3%) of the shares will be issued to each Xxxxxx X. Xxxxx, thirty-three and one-third percent (33 1/3%) of the Shareholdersshares will be issued to Xxxx X. Xxxxx, and thirty-three and one-third percent (33 1/3%) of the shares will be issued to Xxxxxxx X. Xxxxxxx. (b) The parties agree that the dollar value of each Buyer Share shall be the Average Price for all purposes in determining (i) the number of Buyer Shares to be issued under Section 1.2 hereof, (ii) the number of Buyer Shares to be pledged under this Section 1.3, or (iii) the number of Pledged Shares Buyer may withhold to satisfy an indemnifiable claim, notwithstanding the actual market value of such shares (in each case with respect to clauses (i), (ii) or (iii), as adjusted for any stock splits or stock dividends).

Appears in 1 contract

Samples: Stock Acquisition Agreement (Brown & Brown Inc)

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