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

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Stockholder 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, in each case only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information; and provided further that the aggregate amount of such Selling Stockholder’s liability pursuant to this Section 9(b) and Section 9(e) shall be limited to an amount equal to the aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder.

Appears in 2 contracts

Samples: Planet Fitness, Inc., Planet Fitness, Inc.

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Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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, in each case only with respect to any insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information furnished by such Selling Stockholder’s . Notwithstanding the foregoing provisions, the liability of any Selling Stockholder Information; and provided further that the aggregate amount of such Selling Stockholder’s liability pursuant to this Section 9(b) and Section 9(esubsection (b) shall be limited in the aggregate to an amount equal to (x) the aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the sale number of Shares sold by such Selling Stockholder hereunderunder this Agreement multiplied by (y) the Public Offering Price (minus related underwriting discounts and commissions) (the “Selling Stockholder Net Proceeds”).

Appears in 2 contracts

Samples: Underwriting Agreement (Phreesia, Inc.), Underwriting Agreement (Phreesia, Inc.)

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Stockholder 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, in each case only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information; and provided further that the aggregate amount of such Selling Stockholder’s liability pursuant to this Section 9(b) and Section 9(e) shall be limited to an amount equal to the aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder.

Appears in 2 contracts

Samples: Duckhorn Portfolio, Inc., Duckhorn Portfolio, Inc.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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, in each case only with respect to any insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information furnished by such Selling Stockholder’s . The liability of each Selling Stockholder Information; under the indemnity and provided further that the aggregate amount of such Selling Stockholder’s liability pursuant to contribution agreements contained in this Section 9(b) and Section 9(e) 10 shall be limited to an amount equal to (i) the aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the sale number of Shares sold by such Selling Stockholder hereunderunder this Agreement multiplied by (ii) the Public Offering Price (minus related underwriting discounts and commissions) (the “Selling Stockholder Net Proceeds”).

Appears in 1 contract

Samples: Altair Engineering Inc.

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Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Stockholder 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, in each case only with respect to any except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s any Selling Stockholder Information; . The liability of each Selling Stockholder under the indemnity and provided further that the aggregate amount of such Selling Stockholder’s liability pursuant to contribution agreements contained in this Section 9(b) and Section 9(e) 9 shall be limited to an amount equal to (i) the aggregate net proceeds (after underwriting commissions and discounts but before expenses) to such Selling Stockholder from the sale number of Shares sold by such Selling Stockholder hereunderunder this Agreement multiplied by (ii) the Public Offering Price (minus related underwriting discounts and commissions).

Appears in 1 contract

Samples: Chewy, Inc.

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