Common use of Indemnification of the Company and the Selling Stockholders Clause in Contracts

Indemnification of the Company and the Selling Stockholders. The Underwriter agrees to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders 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 the Underwriter furnished to the Company in writing by the Underwriter 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 or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: the information under the heading “Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information under the heading “Underwriting–Electronic Distribution”.

Appears in 1 contract

Samples: Fox Factory Holding Corp

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Indemnification of the Company and the Selling Stockholders. The Underwriter agrees to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) 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 the Underwriter furnished to the Company in writing by the Underwriter through the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: the information contained in the eighth and eleventh paragraphs under the heading caption “Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information under the heading “Underwriting–Electronic Distribution”.

Appears in 1 contract

Samples: Gulfport Energy Corp

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders and each person, if any, who controls any Selling Stockholder 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information concession and reallowance figures appearing in the third paragraph under the heading caption Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market MakingUnderwriting (Conflicts of Interest)” and the information concerning stabilization and the option to purchase additional shares contained in the twelfth, thirteenth and fourteenth paragraphs under the heading caption Underwriting–Electronic DistributionUnderwriting (Conflicts of Interest)..

Appears in 1 contract

Samples: Underwriting Agreement (Progyny, Inc.)

Indemnification of the Company and the Selling Stockholders. The Underwriter agrees to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders 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 the Underwriter furnished to the Company in writing by the Underwriter 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 or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: the information under the heading “Underwriting-Commissions and Discounts,” the information under the heading “Underwriting-Price Stabilization, Short Positions,” the information under the heading “Underwriting-Passive Market Making” and the information under the heading “Underwriting-Electronic Distribution..

Appears in 1 contract

Samples: Fox Factory Holding Corp

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders and, with respect to each of the Warburg Pincus Selling Stockholders, each person, if any, who controls such Selling Stockholder 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter 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 or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the Underwriter: the information each Underwriter and set forth under the heading caption “Underwriting–Commissions ” in the Prospectus: (i) the names of the Underwriters in the table set forth in the first paragraph, (ii) the amount of the selling concession set forth in the third paragraph and Discounts,” (iii) the information under statements regarding stabilizing transactions set forth in the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” thirteenth and the information under the heading “Underwriting–Electronic Distribution”fourteenth paragraphs.

Appears in 1 contract

Samples: Laredo Petroleum Holdings, Inc.

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter 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 Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information concession figures appearing in the [third] paragraph under the heading caption “Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information contained in the [twelfth] paragraph under the heading caption “Underwriting–Electronic Distribution”” [and the following information in the Issuer Free Writing Prospectus dated [ ], 2013: [insert description of information provided by Underwriters]].

Appears in 1 contract

Samples: Chegg, Inc

Indemnification of the Company and the Selling Stockholders. The Underwriter agrees Underwriters agree to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders 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 the Underwriter Underwriters furnished to the Company in writing by the Underwriter Underwriters 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 or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriter Underwriters consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the UnderwriterUnderwriters: the information under the heading “Underwriting-Commissions and Discounts,” the information under the heading “Underwriting-Price Stabilization, Short Positions,” the information under the heading “Underwriting-Passive Market Making” and the information under the heading “Underwriting-Electronic Distribution”.

Appears in 1 contract

Samples: Fox Factory Holding Corp

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Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders Stockholders, its directors, officers, affiliates and each person, if any, who controls the Selling Stockholder 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information concession and reallowance figures appearing in the third paragraph under the heading caption “Underwriting–Commissions and Discounts,” ”, the information contained in the eighteenth, nineteenth and twentieth paragraphs under the heading caption “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information under the heading “Underwriting–Electronic Distribution”.

Appears in 1 contract

Samples: Vizio Holding Corp.

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders and each person, if any, who controls any Selling Stockholder 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter 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 Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information under the caption “Underwriting” in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information under concession and reallowance figures appearing in the heading “Underwriting–Commissions and Discounts,” third paragraph, the information under concerning stabilizing transactions, short sales and other information appearing in the heading “Underwriting–Price Stabilizationtwelfth paragraph, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information under concerning penalty bids and other information in the heading “Underwriting–Electronic Distribution”thirteenth paragraph.

Appears in 1 contract

Samples: Underwriting Agreement (Q2 Holdings, Inc.)

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including reasonable and documented legal fees and other expenses reasonably incurred and documented in connection with any suit, action or proceeding or claim asserted) 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information concession and reallowance figures appearing in the [third paragraph under the heading caption “Underwriting–Commissions and Discounts,” ”, the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the heading caption “Underwriting–Price Stabilization” relating to distributions, Short Positions,” price stabilization, short positions and penalty bids (such information, the information under the heading Underwriting–Passive Market Making” and the information under the heading “Underwriting–Electronic DistributionUnderwriter Information)].

Appears in 1 contract

Samples: Underwriting Agreement (1Life Healthcare Inc)

Indemnification of the Company and the Selling Stockholders. The Each Underwriter agrees agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, 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 and each of the Selling Stockholders and each person, if any, who controls any Selling Stockholder 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 the such Underwriter furnished to the Company in writing by such Underwriter through the Underwriter Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the any Underwriter consists of the following information in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Final Prospectus Supplement furnished on behalf of the each Underwriter: the information concession and reallowance figures appearing in the third paragraph under the heading caption “Underwriting–Commissions and Discounts,” the information under the heading “Underwriting–Price Stabilization, Short Positions,” the information under the heading “Underwriting–Passive Market Making” and the information contained in the 12th paragraph describing passive market making under the heading caption “Underwriting–Electronic Distribution..

Appears in 1 contract

Samples: Underwriting Agreement (Phreesia, Inc.)

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