Common use of Indemnification of the Underwriters by the Selling Shareholders Clause in Contracts

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (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 Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended); provided that any such indemnity by a Selling Shareholder shall be limited to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissions.

Appears in 1 contract

Samples: Underwriting Agreement (Novocure LTD)

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Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally in proportion to the number of Shares Offered ADSs to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (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 Selling Shareholder furnished to the Company in writing or the Underwriters by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended); Package, and provided that any the liability of such indemnity by a Selling Shareholder under this paragraph (b) shall be limited to not exceed the net proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissionsthe Offered ADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Acquity Group LTD)

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders Shareholder severally in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (a) above, but only with respect to any in each case except insofar as such 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 Selling Shareholder any Underwriter furnished to the Company in writing by such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show Prospectus or any Pricing Disclosure Package Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (including any Pricing Disclosure Package that has subsequently been amended); provided that any such indemnity by a Selling Shareholder shall be limited to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissionsc) below.

Appears in 1 contract

Samples: Underwriting Agreement (Stec, Inc.)

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (a) above, but only with respect to any the extent such 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 Selling Shareholder furnished to the Company in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package Package, it being understood and agreed that has subsequently been amended); provided that any the only such indemnity information furnished by a or on behalf of such Selling Shareholder consists of such Selling Shareholder’s Selling Shareholder Information. The liability of each Selling Shareholder under this Section 9 shall be limited to an amount equal to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement (net of underwriting discounts and commissionscommissions but before deducting other expenses) received by such Selling Shareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Globoforce Group PLC)

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Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally in proportion to the number of Shares ADSs to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (a) above, but only with respect to any in each case except insofar as such 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 Selling Shareholder any Underwriter furnished to the Company in writing by such Selling Shareholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show Prospectus or any the Pricing Disclosure Package Package; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (including any Pricing Disclosure Package that has subsequently been amended); provided that any such indemnity by a Selling Shareholder shall be limited to the proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissionsc) below.

Appears in 1 contract

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

Indemnification of the Underwriters by the Selling Shareholders. Each of the Selling Shareholders severally in proportion to the number of Shares Offered ADSs to be sold by such Selling Shareholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 (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 Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package; provided that any that, the liability of such indemnity by a Selling Shareholder under this paragraph (b) shall be limited to not exceed the net proceeds received by such Selling Shareholder from the sale of its Shares under this Agreement net of underwriting discounts and commissionsOffered ADSs.

Appears in 1 contract

Samples: Underwriting Agreement (ShangPharma Corp)

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