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

Indemnification of Underwriters and the Company by the Selling Shareholders. The Selling Shareholders, jointly and severally, agree to indemnify and hold harmless (i) each Underwriter and each Underwriter’s Affiliates, selling agents, members, directors, officers, employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) the Company, its directors, each of 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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Permitted Written Testing-the-Waters Communications, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Selling Shareholder Information; provided, that the liability of the Selling Shareholders under this Section 8(b) will be limited to an amount equal to the sum of (i) the total net proceeds from the offering of the Shares by the Selling Shareholders pursuant to this Agreement (before deducting expenses) received by the Selling Shareholders, and (ii) the distribution made to the Selling Shareholders using a portion of the net proceeds from the offering of the Shares by the Company pursuant to this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Bank7 Corp.)

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Indemnification of Underwriters and the Company by the Selling Shareholders. The Selling Shareholders, jointly and severally, agree to indemnify and hold harmless (i) each Underwriter and each Underwriter’s Affiliates, selling agents, members, directors, officers, employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) the Company, its directors, each of 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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Permitted Written Testing-the-Waters Communications, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Selling Shareholder Information; provided, that the liability of the Selling Shareholders under this Section 8(b) will be limited to an amount equal to the sum of (i) the total net proceeds from the offering of the Shares by the Selling Shareholders pursuant to this Agreement (before deducting expenses) received by the Selling Shareholders, and (ii) the distribution made to the Selling Shareholders using a portion of the net proceeds from the offering of the Shares by the Company pursuant to this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (William Bradford Haines Financial Services Trust)

Indemnification of Underwriters and the Company by the Selling Shareholders. The Each of the Selling Shareholders, jointly severally and severallynot jointly, agree agrees to indemnify and hold harmless (i) each Underwriter and each Underwriter’s Affiliates, selling agents, members, directors, officers, employees, agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and (ii) the Company, its directors, each of 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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Permitted Written Testing-the-Waters Communications, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the such Selling Shareholder’s Selling Shareholder Information; provided, that the liability of the each Selling Shareholders Shareholder under this Section 8(b) will shall be limited to an amount equal to the sum of (i) the total net proceeds from the initial public offering price of the Shares sold by such Selling Shareholder, less the Selling Shareholders pursuant pro rata underwriting discount with respect to this Agreement (before deducting expenses) received by such Shares, as set forth on the Selling Shareholders, and (ii) the distribution made to the Selling Shareholders using a portion cover of the net proceeds from the offering of the Shares by the Company pursuant to this AgreementProspectus.

Appears in 1 contract

Samples: Underwriting Agreement (Coastal Financial Corp)

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Indemnification of Underwriters and the Company by the Selling Shareholders. The Each of the Selling Shareholders, jointly severally and severallynot jointly, agree and in accordance with the terms of this SECTION 7(b), agrees to indemnify and hold harmless (i) each Underwriter the Company and each Underwriter, the Underwriter’s Affiliates, and its selling agents, members, directors, officers, employeespartners, agents managers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) the Company, its directors, each of its the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, any who controls the Company or any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 8(aSECTION 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Permitted Written Testing-the-Waters Communications, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the such Selling Shareholder’s Selling Shareholder Information; provided, that the . The liability of the each Selling Shareholders Shareholder under this Section 8(b) will Agreement shall be limited to an amount equal to the sum of (i) the total net proceeds from the initial public offering price of the Shares sold by such Selling Shareholder, less the Selling Shareholders pursuant to this Agreement (before deducting expenses) received by pro rata underwriting discount, as set forth on the Selling Shareholders, and (ii) the distribution made to the Selling Shareholders using a portion front cover page of the net proceeds from the offering of the Shares by the Company pursuant Prospectus, applicable to this Agreementsuch Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Union Bankshares Corp)

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