Common use of Grant Conditions Clause in Contracts

Grant Conditions. a. The obligation of PFDR to make the Equity Grant pursuant to this Equity Grant Agreement is subject to the following conditions: (i) PFDR’s listing application with The Nasdaq Stock Market (“Nasdaq”) in connection with the transactions contemplated by this Equity Grant Agreement shall have been conditionally approved and, immediately following the consummation of the Transaction, PFDR’s common stock shall have been approved for issuance on Nasdaq, subject only to official notice of issuance thereof and no suspension of the qualification of the Shares for offering or trading in any jurisdiction, or initiation or written threat of any proceedings for any of such purposes, shall have occurred and be continuing; (ii) the Grantee shall have fully funded the VLN Commitment, subject to the terms of the Note Purchase Agreement; (iii) the Grantee or its affiliates shall have acquired $75 million of (i) PFDR’s Class A ordinary shares pursuant to the Tender Offer, (ii) common stock of PFDR (after the Domestication) pursuant to the Private Placement or (iii) a combination thereof; and (iv) the Closing shall have been consummated.