Pubco Incentive Plan Sample Clauses

Pubco Incentive Plan. Prior to the Closing Date, PubCo shall approve and adopt, effective as of the Effective Time, an equity incentive plan (the “PubCo Incentive Plan” ), in form and substance reasonably satisfactory to the Companies, and in consultation with SPAC. The PubCo Incentive Plan shall provide for an initial share reserve equal to 10% of PubCo’s fully diluted outstanding shares as of immediately after the Effective Time, with customary evergreen provisions allowing for automatic annual increases not to exceed 5% annually. The PubCo Incentive Plan, including its size and structure, shall be determined sufficiently in advance to allow for its inclusion in the Proxy/Registration Statement to the extent SPAC Shareholder Approval is required as part of the SPAC Shareholder Transaction Proposals. For the avoidance of doubt, none of the equity awards or PubCo Ordinary Shares issued under the PubCo Incentive Plan shall result in any deduction to the Equity Value or the Company Shareholder Closing Consideration.

Pubco Incentive Plan. Prior to the Acquisition Closing Date, PubCo shall approve and adopt (a) an incentive equity plan in substantially the form attached hereto as Exhibit J-1 (the “PubCo Incentive Equity Plan”) and (b) an employee share purchase program in a form reasonably satisfactory to SPAC and containing such material terms and conditions set forth on Exhibit J-2 (the “PubCo Employee Share Purchase Program,” and together with the PubCo Incentive Equity Plan, collectively, the “PubCo Incentive Plan”). As promptly as reasonably practicable following the expiration of the sixty (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 shall file a registration statement on Form S-8 (or other applicable form) with respect to the PubCo Ordinary Shares issuable under the PubCo Incentive Plan, and PubCo shall use commercially reasonable efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the PubCo Incentive Plan remain outstanding.

Pubco 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 M3 mutually agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Pubco, the Company or M3, as applicable) (the “Pubco 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 M3. The Pubco 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 2026 fiscal year in an amount sufficient to ensure the sum of equity issued in respect of previously granted awards, equity underlying granted and outstanding awards and equity available for issuance equals ten percent (10%) of Pubco Shares on a fully-diluted basis on the last day of the immediately preceding fiscal year or such lesser amount as determined by the administrator of the Pubco Incentive Plan.