Globant S Sample Clauses

Globant S. A., a corporation (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 5, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, and registered with the Luxembourg Trade and Companies Register under registration number B 173,727 (the “Company”, and together with the Shareholders, each a “Party” and, collectively, the “Parties”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

Globant S. A. (the “Company”), a société anonyme organized under the laws of Luxembourg, having its registered office at 00X Xxxxxx X.X. Xxxxxxx, L-1855, Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 173 727, proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”) who will be subscribing therefor, for whom you are acting as representatives (the “Representatives”), 2,000,000 common shares, nominal value U.S.$1.20 per share (the “Common Shares”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 300,000 Common Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Company hereby confirms its agreement with the several Underwriters concerning the subscription and purchase and issuance and sale of the Shares, as follows:

Globant S. A. (“Globant Lux”) organized and existing under the Laws of Luxembourg (the “Guarantor”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth on Schedule A.

Globant S. A. (Luxembourg)’s audited balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for such year on a Consolidated basis, all reported on by independent public accountants selected by Globant S.A. (Luxembourg) and reasonably acceptable to the Administrative Agent (it being understood and agreed that Deloitte & Co. S.A. is deemed acceptable to the Administrative Agent) (without any qualification or exception which (x) is of a “going concern” or similar nature (other than any qualifications arising from the Loans hereunder maturing, in accordance with their terms on a non-accelerated basis, less than one year following the date of such financial statements), (y) relates to the limited scope of examination of matters relevant to such financial statement, or (z) relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which could be reasonably expected to result in a Default or Event Default) to the effect that such financial statements present fairly, in all material respects, the financial position and results of operations of Globant S.A. (Luxembourg) and its Subsidiaries on a Consolidated basis in accordance with IFRS consistently applied;

Globant S. A. (the “Company”), a société anonyme organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 5, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 173 727, proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [_____] common shares, nominal value U.S.$1.20 per share (the “Common Shares”), of the Company, and certain shareholders of the Company identified in paragraph (a) of Schedule 2 hereto (the “Selling Shareholders I”) and the shareholders of the Company identified in paragraph (b) of Schedule 2 hereto (the “Selling Shareholders II” and, together with the Selling Shareholders I, the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [_______] Common Shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders identified in paragraph (a) and paragraph (b)(I) of Schedule 2 hereto propose to sell, at the option of the Underwriters, up to an additional [_______] Common Shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Company and the Selling Shareholders hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows: