agreement permits the Company to exclude such shares from such registration before excluding or reducing pro rata the Holders Registrable Securities, (ii) in the IPO the total amount of securities, including Registrable Securities requested by the Holders to be included in the IPO, be reduced unless, subject to the immediately preceding clause (i), all other securities of the Company held by other holders of securities of the Company are first entirely excluded from the IPO; or (iii) any shares being sold by a holder exercising a demand registration right similar to that granted in Section 2(a) be excluded from such offering.
(h) Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 unless such injunction is sought by Holders of a majority of the Registrable Securities.
(i) Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:
(1) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers, members, investment advisors, Affiliates and directors of each Holder, any underwriter (as defined in the 1933 Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the 1933 Act or the 1934 Act against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations of the Company (collectively a Violation): (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed pursuant to this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation of the 1933 Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law in connection with the Companys performance of its obligations under this Agreement; and the Company will pay to each such Holder, the partners, officers, members, investment advisors, Affiliates and directors of each such Holder, each such underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense, or action; provided, however, that the indemnity agreement contained in this Section 2(i)(1) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to a particular such person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs (i) in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such person, (ii) due to the failure of a Holder to comply in any material respect with the covenants and agreements contained in this Agreement with respect to the sale of Registrable Securities, and (iii) due to an untrue statement or omission in any prospectus that is corrected in any subsequent prospectus, or supplement or amendment thereto, that was delivered to such Holder prior to the pertinent sale or sales by such Holder and not delivered by such Holder to the individual or entity to which it made such sale(s) prior to such sale(s).