Common use of Indemnification by Holder of Registrable Securities Clause in Contracts

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials and agrees to indemnify, severally and not jointly with the other Holders and to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon (x) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials or (y) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of all underwriting discounts and commissions) under that particular Registration Statement.

Appears in 6 contracts

Samples: Registration Rights Agreement (Tronox Inc), Registration Rights Agreement, Registration Rights Agreement (Howard Hughes Corp)

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Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials and agrees to indemnify, severally and not jointly with the other Holders and to the full extent permitted by law, the Company, its officers, directors, officerspartners, shareholders, agents or and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, officers, agents or and employees of each such controlling Personsperson, from and against all Losses arising out of or based upon (x) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials or (y) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of all underwriting discounts and commissions) under that particular Registration Statement.

Appears in 4 contracts

Samples: Registration Rights and Lock Up Agreement (Stratasys Ltd.), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials and agrees to indemnify, severally and not jointly with the other Holders and to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange Act1000 Xxx) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon (xi) any untrue 12 or alleged untrue statement of a material fact contained in the Marketing Materials or (yii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of such Holder’s proportionate share of all underwriting discounts and commissions) under that particular Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bay Bancorp, Inc.), Registration Rights Agreement (Bay Bancorp, Inc.)

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder holder of Registrable Securities is participating, such Holder holder of Registrable Securities shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials any Registration Statement or Prospectus and agrees to indemnify, severally indemnify and not jointly with the other Holders and to the full extent permitted by law, hold harmless the Company, its directors, officers, agents or and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent lawful, from and against all Losses Losses, as incurred, arising out of or based upon (x) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials any Registration Statement, Prospectus, or (y) form of prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with contained in any information so furnished in writing by or on behalf of such Holder holder to the Company expressly for use in such Marketing MaterialsRegistration Statement or Prospectus. No Holder In no event shall the liability of any selling holder of Registrable Securities hereunder be held liable for any damages greater in excess amount than the dollar amount of the total amount of proceeds received by such Holder from holder upon the sale of the Registrable Securities sold by giving rise to such Holder (net of all underwriting discounts and commissions) under that particular Registration Statementindemnification obligation.

Appears in 1 contract

Samples: Registration Rights Agreement (Jefferies Group Inc)

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Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials and agrees to indemnify, severally and not jointly with the other Holders and to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon (x) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials or (y) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of such Holder’s proportionate share of all underwriting discounts and commissions) under that particular Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Carrollton Bancorp)

Indemnification by Holder of Registrable Securities. In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Marketing Materials and agrees to indemnify, severally and not jointly with the other Holders and to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange Act0000 Xxx) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon (xi) any untrue or alleged untrue statement of a material fact contained in the Marketing Materials or (yii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission is based upon and is consistent with information so furnished in writing by or on behalf of such Holder to the Company expressly for use in such Marketing Materials. No Holder shall be held liable for any damages in excess of the total amount of proceeds received by such Holder from the sale of the Registrable Securities sold by such Holder (net of such Holder’s proportionate share of all underwriting discounts and commissions) under that particular Registration Statement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bay Bancorp, Inc.)

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