By SICPA Sample Clauses

By SICPA. Flex may require, as a condition to including any of SICPA's shares of Common Stock in any registration statement filed pursuant to Section 1 or 2 hereof, that Flex shall have received an undertaking reasonably satisfactory to it from SICPA to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 6) Flex, each director of Flex, each person named as or about to become a director of Flex, each officer of Flex and each other person, if any, who controls Flex within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus or final prospectus included therein, or any amendment thereof or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information expressly furnished to Flex by or on behalf of SICPA for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement; provided, however, that such indemnity shall be limited to the amount of the net proceeds received by SICPA from the sale of shares of Common Stock pursuant to such registration statement, except in the case of any material misstatement or omission knowingly and willfully made by SICPA in written information expressly furnished to Flex or the underwriters by or on behalf of SICPA for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, as to which no such limitation shall apply. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Flex or any such director, officer or controlling person and shall survive the transfer of such securities by SICPA.
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