Equity Securities means, with respect to any Person, any shares of capital stock or equity of (or other ownership or profit interests in) such Person, any warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, any securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, options or other rights for the purchase or acquisition from such Person of such shares of capital stock or equity of (or other ownership or profit interests in) such Person, restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and any other ownership or profit interests of such Person (including partnership or member interests therein), whether voting or nonvoting.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as they may be amended from time to time.
Exchange Agreement means the Exchange Agreement, dated as of , 2021, by and among Pubco, Bakkt Opco and the other parties thereto.
Governmental Authority means any federal, state, tribal, local or foreign governmental or quasi-governmental entity or municipality or subdivision thereof or any authority, administrative body, department, commission, board, bureau, agency, court, tribunal or instrumentality, arbitration panel, commission or similar dispute resolving panel or body, or any applicable self-regulatory organization.
ICE means Intercontinental Exchange Holdings, Inc., a Delaware corporation.
Immediate Family Members means, with respect to any Person, such Persons spouse, ancestors, descendants (whether by blood, marriage or adoption, and including spouses of such descendants), brothers and sisters (whether by blood, marriage or adoption) and inter vivos or testamentary trusts of which the only beneficiaries are such Person or any of the foregoing Persons.
Initial Board means the Board of Directors of Pubco immediately following the consummation of the Transactions.
Insider Letter means that certain letter agreement, dated as of September 22, 2020, by and among Pubco, the Sponsor and the other signatories thereto.
Law means each applicable federal, state, local, municipal, foreign or other law, order, judgment, rule, code, statute, legislation, regulation, principle of common law, treaty, convention, requirement, variance, proclamation, edict, decree, writ, injunction, award, ruling or ordinance that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
Lock-Up Periods means the Bakkt Equity Holders Lock-Up Period, the Private Placement Lock- Up Period and the Sponsor Lock-Up Period.
Lock-Up Shares means the Bakkt Equity Holders Lock-Up Shares, the Private Placement Lock- Up Shares and the Sponsor Lock-Up Shares.
Merger has the meaning set forth in the Recitals.
Merger Agreement has the meaning set forth in the Recitals. Merger Sub has the meaning set forth in the Recitals.
Necessary Action means, with respect to any party hereto and a specified result, all actions (to the extent such actions are not prohibited by applicable Law and within such partys control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is consistent with fiduciary duties that the Directors may have in such capacity) necessary to cause such result, including (a) calling special meetings of stockholders, (b) appearing at any meeting of the stockholders of Pubco or otherwise causing all shares of Common Stock to be counted as present thereat for purposes of