Common use of By Holders Clause in Contracts

By Holders. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement, the related prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto and shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the registration statement, the related prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

Appears in 5 contracts

Samples: Registration Rights Agreement (Terraform Global, Inc.), Common Stock Purchase Agreement (Terraform Global, Inc.), Registration Rights Agreement (Terraform Global, Inc.)

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By Holders. In the event of a connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreement statement in which a holder of Registrable Securities Holder is participating, each such holder shall Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statementstatement or prospectus and, to the related prospectusextent permitted by law, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto and shall will indemnify the Company, its officers/presidents, directors, managers, employees, agents and representatives, and each person Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company against any losses, claims, damages, liabilities and expenses Losses resulting from (as determined by a final and non-appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement or alleged untrue statement of material fact contained in the registration statement, the related prospectus, prospectus or preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any such prospectus, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder Holder expressly for inclusion in such documentuse therein; provided that the obligation to indemnify shall will be individual, not joint and several, for each holder Holder and shall will be limited to the net amount of proceeds received by such holder Holder from the sale of Registrable Securities pursuant to such registration statementstatement in the offering giving rise to such liability.

Appears in 2 contracts

Samples: Registration Rights Agreement (Birkenstock Holding PLC), Registration Rights Agreement (Birkenstock Holding LTD)

By Holders. In the event of a connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreement statement in which a holder of Registrable Securities Holder is participating, each such holder shall Holder will furnish to the Company in writing such information regarding such Holder as the Company reasonably requests for use in connection with any such registration statement, the related prospectus, preliminary prospectus or free writing prospectusprospectus supplement and, or any amendment or supplement thereto and shall to the extent permitted by law, will indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement or alleged untrue statement of material fact contained in the registration statement, the related prospectus, prospectus or preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder Holder expressly for inclusion in such documentuse therein; provided that the obligation to indemnify shall will be individual, not joint and several, for each holder Holder and shall each Holder’s liability pursuant to the indemnification and contribution provisions herein will be limited to the net amount of proceeds received by such holder Holder from the sale of Registrable Securities pursuant to such registration statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (European Wax Center, Inc.), Registration Rights Agreement (European Wax Center, Inc.)

By Holders. In connection with the event registration or sale of a registration shares of any Registrable Securities under the Securities Act pursuant to this Agreement in which a Agreement, each holder of whose Registrable Securities is participating, each such holder shall furnish to the Company are included in writing such information as the Company reasonably requests for use in connection with any such registration statementbeing effected under this Agreement, the related prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto and shall indemnify the Company, and each of its officers, directors, managersofficers, employees, agents agents, and representativesAffiliates, and each person who controls the Company (within the meaning underwriter, and each of the Securities Act) its directors, officers, employees, agents, and Affiliates, against any all claims losses, claims, damages, damages and liabilities and expenses resulting from (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such registration statement, the related prospectus, preliminary prospectus statement or free writing prospectus, or any amendment or supplement thereto or any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, underwriters, or control person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such clam, loss, damage, liability, or action, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement or prospectus, in reliance upon and in conformity with written information so furnished in writing to the Company by such holder expressly of the Registrable Securities, and stated to be specifically for inclusion use therein; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such documentclaims, losses, damages, or liabilities if such settlement is effected without the prior written consent of such holder, which consent shall not be unreasonably withheld; and provided that the obligation to indemnify in no event shall be individual, not joint and several, for each holder and shall be limited to any indemnity under this Section 7.2 exceed the net amount of proceeds from the offering received by such holder from the sale of Registrable Securities pursuant to such registration statementholder.

Appears in 1 contract

Samples: Registration Rights Agreement (Altris Software Inc)

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By Holders. In connection with the event registration or sale of a registration shares of any Registrable Securities under the Securities Act pursuant to this Agreement in which a Agreement, each holder of whose Registrable Securities is participating, each such holder shall furnish to the Company are included in writing such information as the Company reasonably requests for use in connection with any such registration statementbeing effected under this Agreement, the related prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto and shall indemnify the Company, and each of its officers, directors, managersofficers, employees, agents agents, and representativesaffiliates, and each person who controls the Company (within the meaning underwriter, and each of the Securities Act) its directors, officers, employees, agents, and affiliates, against any all claims, losses, claims, damages, damages and liabilities and expenses resulting from (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any such registration statement, the related prospectus, preliminary prospectus statement or free writing prospectus, or any amendment or supplement thereto or any omission (or alleged omission of omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such directors, officers, partners, underwriters, or control person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such clam, loss, damage, liability, or action, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in any such registration statement or prospectus, in reliance upon and in conformity with written information so furnished in writing to the Company by such holder expressly of the Registrable Securities, and stated to be specifically for inclusion use therein; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such documentclaims, losses, damages, or liabilities if such settlement is effected without the prior written consent of such holder, which consent shall not be unreasonably withheld; and provided that the obligation to indemnify in no event shall be individual, not joint and several, for each holder and shall be limited to any indemnity under this Section 5.2 exceed the net amount of proceeds from the offering received by such holder from the sale of Registrable Securities pursuant to such registration statementholder.

Appears in 1 contract

Samples: Registration Rights Agreement (Altris Software Inc)

By Holders. In the event of a connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreement statement in which a holder of Registrable Securities is participating, each such holder shall will furnish to the Company in writing information regarding such information as holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the Company reasonably requests for use in connection with any such registration statementextent permitted by law, the related prospectus, preliminary prospectus or free writing prospectus, or any amendment or supplement thereto and shall indemnify the Company, its directors, officers, directors, managers, employees, employees and agents and representatives, and each person Person who controls the Company (within the meaning of the Securities Act) the Company or such an other indemnified Person against any losses, claims, damages, liabilities and expenses (including with respect to any claim for indemnification hereunder asserted by any other indemnified Person) resulting from any untrue statement or alleged untrue statement of material fact contained in the registration statement, the related prospectus, prospectus or preliminary prospectus or free writing prospectus, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is caused by and contained in any such information so furnished in writing by such holder expressly for inclusion in such documentholder; provided that the obligation to indemnify shall will be individualseveral, not joint and several, for among holders of Registrable Securities and the liability of each such holder of Registrable Securities will be in proportion to and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Meridian Financial Corp)

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