Common use of Indemnification of the Company and the Selling Shareholders Clause in Contracts

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of the first paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled “Underwriting” in the Final Prospectus Supplement.

Appears in 2 contracts

Samples: Underwriting Agreement (Fortress Investment Group LLC), Underwriting Agreement (Gaming & Leisure Properties, Inc.)

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Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of information contained in the first third paragraph, the thirteenth paragraph and the fourteenth paragraph, in each case under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 2 contracts

Samples: Underwriting Agreement (Cambium Networks Corp), Underwriting Agreement (Cambium Networks Corp)

Indemnification of the Company and the Selling Shareholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each the Underwriter: the first information contained in the second sentence of the first eleventh paragraph and the thirteenth and fourteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplementrelating to stabilization transactions.

Appears in 2 contracts

Samples: Underwriting Agreement (Axalta Coating Systems Ltd.), Underwriting Agreement (Axalta Coating Systems Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus any road show or the Pricing Disclosure Package (including any Pricing Disclosure PackagePackage that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession figure appearing in the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting,and the second information contained in the seventeenth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 2 contracts

Samples: Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions Underwriting,” the information contained in the twelfth, thirteenth and Discounts” and the second paragraph fourteenth paragraphs relating to stabilization transactions under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 2 contracts

Samples: Underwriting Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus under the caption “Underwriting”: (i) their respective names appearing in the first paragraph, (ii) the concession and reallowance figure appearing in the Prospectus furnished on behalf of each Underwriter: fourth paragraph, (iii) their respective names and addresses in the fifth paragraph, (iv) the tenth paragraph, (v) the first, second, fifth and sixth sentences in the eighteenth paragraph and (vi) the first sentence of the first paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled “Underwriting” in the Final Prospectus Supplementnineteenth paragraph.

Appears in 1 contract

Samples: Underwriting Agreement (GDS Holdings LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each the Selling Shareholders, the directors of its directors and the Company, the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or any Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the ninth and tenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Colfax CORP)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence information contained in the first, second, sixth and ninth sentences of the first thirteenth paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in relating to price stabilization and short positions (the Final Prospectus Supplement“Underwriter Information”).

Appears in 1 contract

Samples: Underwriting Agreement (Teads S.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the twelfth, thirteenth, and fourteenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Criteo S.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure Package, Package (including any Pricing Disclosure Package that has subsequently been amended); it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence information contained in the fifth, fourteenth, eighteenth and nineteenth paragraphs under the caption “Underwriting”, provided that the aggregate liability of each Underwriter under this subsection (c) shall in no event exceed the net underwriting discounts and commissions (after fees and expenses) received by such Underwriter with respect to the offer of the first paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled “Underwriting” in the Final Prospectus SupplementADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Canuelas Mill S.A.C.I.F.I.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first [third] paragraph under the heading caption Commissions Underwriting,” the information contained in the [first, second, fourth, fifth, sixth, seventh, ninth and Discounts” and eleventh sentences of the second tenth] paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Viking Holdings LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the thirteenth, fourteenth and fifteenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (ShangPharma Corp)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and discount figures appearing in the first third paragraph and the information contained in the twelfth, thirteenth and fourteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Trony Solar Holdings Co LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the first sentence of the first fifth paragraph under the heading caption Commissions and Discounts” and Underwriting”, (ii) the second information in the fifteenth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” relating to sales to discretionary accounts and (iii) the information contained in the Final Prospectus Supplementsecond sentence of the sixteenth paragraph and the seventeenth, eighteenth and nineteenth paragraphs under the caption “Underwriting” relating to stabilization transactions.

Appears in 1 contract

Samples: Underwriting Agreement (Axalta Coating Systems Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities Losses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures in the first sixth paragraph and the information in the fifteenth and sixteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Avianca Holdings S.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in and pargraphs twelve, thirteen and fourteen under the Final Prospectus Supplementcaption “Underwriting.

Appears in 1 contract

Samples: Underwriting Agreement (InflaRx N.V.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the concession figure appearing in the first sentence of the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting” and the second information contained in the first sentence of the fourteenth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Globoforce Group PLC)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions and Discounts” Underwriting”, and the second paragraph information contained in the eleventh and twelfth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Cision Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of information contained in the first paragraph ninth, tenth and eleventh paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (TriState Capital Holdings, Inc.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence statements regarding delivery of shares by the first Underwriters set forth on the cover page, and the concession and reallowance figures appearing in the third paragraph under the heading caption Commissions and DiscountsUnderwriting,” and the second paragraph information contained in the eleventh, twelfth and thirteenth paragraphs relating to stabilization transactions under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (CaesarStone Sdot-Yam Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in the first paragraph of paragraph (a) and in paragraph (b) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first paragraph third paragraphs under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the eleventh and twelfth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Qiwi)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the seventh, eighth and thirteenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Homebanc Corp)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders Shareholders, and each person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Selling Shareholder, to the same extent as the indemnity set forth in paragraph (a9(a) above, but only with respect to any losses, claims, damages or liabilities (including without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of information contained in the first thirteenth paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Cleveland-Cliffs Inc.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders Shareholders, its affiliates, directors and officers and each person, if any, who controls such Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph paragraphs (a) and (b) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and discount figures appearing in the first third paragraph and the information contained in the thirteenth and fourteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Ambow Education Holding Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement Statement, each of the Selling Shareholders and each person, if any, who controls the Company or any Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Registration Statement, Prospectus and the (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the first sentence and second sentences of the first fourth paragraph under the heading caption Commissions Underwriting,” (ii) the third, fourth and Discounts” and fifth sentences of the second fourth paragraph under the heading caption Price StabilizationUnderwriting,” (iii) the eighth, Short Positions” in fourteenth and fifteenth paragraphs under the section entitled caption “Underwriting” in and (iv) the Final Prospectus Supplementsecond and third sentences of the sixteenth paragraph under the caption “Underwriting.

Appears in 1 contract

Samples: Underwriting Agreement (Aircastle LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions and DiscountsUnderwriting,” and the second information contained in the first, second, fourth, fifth, sixth, seventh, ninth and eleventh sentences of the tenth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Viking Holdings LTD)

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Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph subsection (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of information in the first paragraph under the heading “Underwriting—Commissions and Discounts,the information in the second, third and the second paragraph fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” in and the section entitled information under the heading “Underwriting” in the Final Prospectus Supplement—Electronic Offer, Sale and Distribution of Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Continental Resources Inc)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of the first paragraph [ ● ] under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Nano-X Imaging Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions Underwriting”, the information contained in the eleventh, twelfth and Discounts” and the second paragraph eighteenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (FGX International Holdings LTD)

Indemnification of the Company and the Selling Shareholders. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders Shareholders, their directors and officers and any control person of such Selling Shareholders, to the same extent as the indemnity set forth in paragraph (a) aboveabove (including, without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or defending any such action or claim asserted), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the any Preliminary Prospectus (or any amendment or supplement thereto), the Registration Statement, the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any listed on Annex B hereto (taken together with the Pricing Disclosure Package) (collectively, it the “Underwriter Information”), being understood and agreed upon that the only such information furnished by any the Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Final Prospectus furnished on behalf of each the Underwriter: the first sentence of concession and reallowance figures appearing in the first fourth paragraph under the heading caption Commissions and Discounts” Underwriting”, and the second information contained in the eleventh and twelfth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Third Point Reinsurance Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of the first paragraph under the heading “Commissions concession and Discounts” and reallowance figures appearing in the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” and the information contained in the Final Prospectus Supplementtenth, eleventh and twelfth paragraphs regarding stabilizing transactions under the caption “Underwriting.

Appears in 1 contract

Samples: Underwriting Agreement (Acquity Group LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions and Discounts” Underwriting”, and the second paragraph information contained in the twelfth and thirteenth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Cision Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first [third] paragraph, the information regarding electronic and internet distribution appearing in the [seventh] paragraph and the information contained in the [twelfth and thirteenth] paragraphs relating to stabilizing transactions, in each case under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement”].

Appears in 1 contract

Samples: Underwriting Agreement (Novocure LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first third paragraph under the heading caption Commissions and Discounts” Underwriting”, and the second paragraph information contained in the eleventh and twelfth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Cision Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders Shareholder to the same extent as the indemnity set forth in paragraph (a) above, above but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the first sentence of the first paragraph third paragraph, and the twelfth and thirteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Stec, Inc.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or the Pricing Disclosure Package (including any Pricing Disclosure PackagePackage that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession figure appearing in the first fourth paragraph under the heading caption Commissions and DiscountsUnderwriting,and the second information contained in the seventeenth paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Globant S.A.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: (i) the first sentence last paragraph of the front cover of the Prospectus regarding the delivery of the Shares, (ii) the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting”, (iii) the table in the first paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus SupplementProspectus, concerning the name of the Underwriters and the number of shares each Underwriter has agreed to purchase, and (iv) the information contained in the eleventh, twelfth and thirteenth paragraphs relating to stabilization transactions under the caption “Underwriting”.

Appears in 1 contract

Samples: Underwriting Agreement (Voltaire Ltd.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: (i) the first sentence of concession and reallowance figures appearing in the first eighth paragraph under the heading caption Commissions Underwriting”, and Discounts” (ii) the information contained in the [twentieth] paragraph including name and address of the second paragraph Representatives under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Kingsoft Cloud Holdings LTD)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of information contained in the first paragraph eleventh, twelfth and thirteenth paragraphs under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (TriState Capital Holdings, Inc.)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and each of its directors and the Selling Shareholders, their respective directors, officers who signed the Registration Statement and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, Statement and the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure PackagePreliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first [ ] paragraph under the heading caption Commissions and Discounts” and Underwriting”, the second paragraph information contained in the [ ] paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Viisage Technology Inc)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph paragraphs (a) and (b) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first paragraph third paragraphs under the heading caption Commissions and DiscountsUnderwriting” and the second paragraph information contained in the eleventh and twelfth paragraphs under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Qiwi)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each Selling Shareholder, and each person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Selling Shareholders Shareholders, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company and to each Selling Shareholder in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the first sentence of concession and reallowance figures appearing in the first [●] paragraph under the heading “Commissions and Discounts” and the second paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” in the Final Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Vtex)

Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Shareholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: (i) the first concession and reallowance figures appearing in the second sentence of the first third paragraph under the heading caption Commissions and Discounts” and Underwriting”, (ii) the second information in the third paragraph under the heading “Price Stabilization, Short Positions” in the section entitled caption “Underwriting” relating to sales to discretionary accounts and (iii) the information contained in the Final Prospectus Supplementtenth, eleventh and twelfth paragraphs under the caption “Underwriting” relating to stabilization transactions.

Appears in 1 contract

Samples: Underwriting Agreement (Atotech LTD)

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