Pubco Equity Incentive Plan. Prior to the Effective Date, PubCo shall adopt a new equity incentive plan in substantially the form attached hereto as Exhibit D, with such changes or modifications thereto as the Surviving Corporation and PubCo may mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed) (the “PubCo Equity Incentive Plan”). The PubCo Equity Incentive Plan shall have such number of shares available for issuance that is not less than 1,000,000 shares of PubCo Common Stock.
Pubco Equity Incentive Plan. Prior to the Share Acquisition Closing, Pubco will approve and, subject to approval of the shareholders of Pubco, adopt an equity incentive plan in substantially the form attached hereto as Exhibit E, with such changes or modifications thereto as the Company and Pubco may mutually agree (subject to Section 8.4) (the “Pubco Equity Incentive Plan”). Within seven (7) Business Days following the expiration of the 60 day period following the date Pubco has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Pubco will file an effective registration statement on Form S-8 (or other applicable form) with respect to Pubco Ordinary Shares issuable under the Pubco Equity Incentive Plan.
Pubco Equity Incentive Plan. Immediately after the Closing, Pubco shall adopt a new equity incentive plan (such agreement not to be unreasonably withheld, conditioned or delayed) (the “Pubco Equity Incentive Plan”) upon such terms as SPAC and the Company shall mutually agree. The Pubco Equity Incentive Plan shall have such number of shares available for issuance in total equal to five percent (5%) of the Pubco Ordinary Shares to be issued and outstanding immediately after the Closing on an as-converted basis.
Pubco Equity Incentive Plan. Prior to the Share Contribution Closing, Pubco will approve and, subject to approval of the Pubco Shareholder, adopt an equity incentive plan in a form reasonably acceptable to Orca (which form shall be subject to the review and consent of SPAC, not to be unreasonably withheld, conditioned, or delayed), with such changes or modifications thereto as the Company and Pubco may mutually agree (subject to Section 9.4) (the “Pubco Equity Incentive Plan”). Within seven Business Days following the expiration of the 60-day period following the date Pubco has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Pubco will file an effective registration statement on Form S-8 (or other applicable form) with respect to Pubco Ordinary Shares issuable under the Pubco Equity Incentive Plan, the Pubco Options, and the Assumed U.S.-Held Options.
Pubco Equity Incentive Plan. Prior to the Closing Date, Pubco, Purchaser and the Company shall approve, and Pubco shall adopt, an Equity Incentive Plan in form and substance mutually acceptable in good faith to Pubco, Purchaser and the Company, which will provide that the total awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to twelve percent (12%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing. Prior to the effectiveness of the Registration Statement, the board of directors of Pubco shall approve and adopt the Equity Incentive Plan in the manner prescribed under applicable Laws, effective as of the Closing Date, and shall submit the Equity Incentive Plan for approval by Pubco’s shareholders as required by the Companies Act. Within 30 days after the Closing, Pubco shall file a registration statement on Form F-8 (or other applicable form) with respect to the shares issuable under the Equity Incentive Plan. Pubco shall use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as awards granted pursuant to the Equity Incentive Plan remain outstanding.
Pubco Equity Incentive Plan. Prior to the Share Contribution, PubCo shall approve (and Xxxxxxx as the sole shareholder of PubCo shall approve) and adopt an equity incentive plan in a form reasonably acceptable to SPAC with a total pool of awards equal to 10% of the PubCo Ordinary Shares to be issued and outstanding (on a fully diluted basis) as of the Closing (to be adjusted as appropriate to reflect any share splits, share dividends, reverse share splits, combinations, reorganizations, reclassifications or similar events affecting the PubCo Ordinary Shares following the consummation of the Transactions, rounded down to the nearest whole share), with such changes or modifications thereto as SPAC and PubCo shall mutually agree (the “PubCo Equity Incentive Plan”). Within seven Business Days following the expiration of the 60-day period following the date PubCo has filed a current Form 10 information statement with the SEC reflecting its status as an entity that is not a shell company, PubCo will file an effective registration statement on Form S-8 (or other applicable form) with respect to the PubCo Ordinary Shares issuable under the PubCo Equity Incentive Plan.
Pubco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement / Proxy Statement, the Pubco Board shall approve and adopt an equity incentive plan, substantially in the form as the Company, Pubco and Purchaser mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company, Pubco or Purchaser, as applicable) (the “Pubco Equity Incentive Plan”), in the manner prescribed under applicable Law, effective as of one day prior to the Closing Date, reserving for grant thereunder a number of Pubco Class A Common Shares as shall equal twenty percent (20%) of the Pubco post-closing fully diluted equity, or as otherwise mutually agreed by the Company, Pubco and Purchaser in writing. The Pubco Equity Incentive Plan will provide that the Pubco Class A Common Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with the 2025 fiscal year in an amount equal to a percentage of Pubco Shares outstanding on the last day of the immediately preceding fiscal year to be mutually agreed by the Company and Pubco or such lesser amount as determined by the administrator of the Pubco Equity Incentive Plan.
Pubco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement, the Pubco shall approve and adopt an equity incentive plan, substantially in the form as the Company, the Shareholders’ Representative, Pubco and SPAC mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Company, Shareholders’ Representative, Pubco or SPAC, as applicable) (the “Pubco Equity Incentive Plan”), in the manner prescribed under applicable Law, effective as of one day prior to the Closing Date, reserving for grant thereunder a number of Pubco Ordinary Shares as shall equal 2.5 million shares.
Pubco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement, the board of directors of Pubco shall approve and adopt a new equity incentive plan for Pubco, to be effective as of the Closing Date, substantially in the form mutually agreed by the Company and Purchaser (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or the Purchaser, as applicable), and in accordance with, and in the manner prescribed under, applicable Laws (the “Pubco Equity Incentive Plan”), which Pubco Equity Incentive Plan shall provide that the total shares available for awards under such plan will be a number of Pubco Ordinary Shares equal to twenty percent (20%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately following the Closing.
Pubco Equity Incentive Plan. Prior to the effectiveness of the Registration Statement/Proxy Statement, the Pubco Board shall approve and adopt an equity incentive plan, substantially in the form as Pubco, the Company and TortoiseCorp III mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Pubco, the Company or TortoiseCorp III, as applicable) (the “Pubco Equity Incentive Plan”), in the manner prescribed under applicable Law, effective as of one day prior to the Closing Date, reserving for grant thereunder a number of Pubco Common Shares to be mutually agreed by Pubco, the Company and TortoiseCorp III. The Pubco Equity Incentive Plan will provide that the Pubco Common Shares reserved for issuance thereunder will automatically increase annually on the first day of each fiscal year beginning with the 2025 fiscal year in an amount equal to a percentage of Pubco Shares outstanding on the last day of the immediately preceding fiscal year to be mutually agreed by Pubco, the Company and TortoiseCorp III or such lesser amount as determined by the administrator of the Pubco Equity Incentive Plan.
