Class V Common Stock means the Class V common stock, par value $0.0001 per share, of Bakkt Pubco.
Code means the Internal Revenue Code of 1986, as amended.
Common Unit has the meaning given to such term in the Company LLC Agreement.
Company has the meaning set forth in the Preamble.
Company LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of the Company, dated the date hereof, as such agreement may be amended from time to time.
Control has the meaning given to such term in the Company LLC Agreement.
Election of Exchange has the meaning set forth in Section 2.1(b).
Exchange has the meaning set forth in Section 2.1(a).
Exchange Act means the Securities Exchange Act of 1934, as amended.
Exchange Date means the later of (i) the date specified in the Election of Exchange, (ii) the date upon which the contingencies described in such Election of Exchange are satisfied, or (iii) the first Business Day that occurs after the day on which the Election Response Period ends, as applicable.
Exchange Rate means, at any time, the number of shares of Class A Common Stock for which a Paired Interest is entitled to be exchanged at such time. On the date of this Agreement, the Exchange Rate shall be one, subject to adjustment pursuant to Section 2.2.
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.
Paired Interest means one Common Unit together with one share of Class V Common Stock.
Permitted Transferee has the meaning set forth in Section 3.1.
Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.
Publicly Traded means listed or admitted to trading on the New York Stock Exchange or another national securities exchange.