definiens: within the meaning of Rule 501(a ) under the Securities Act . The Purchaser hasdetermined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares andparticipation in the transactions contemplated by the Transaction Documents ( i ) are fully consistent with its financial needs, objectives andcondition, ( ii ) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Purchaser,(iii ) have been duly authorized and approved by all necessary action, ( iv ) do not and will not violate or constitute a default under thePurchaser ’s charter, by - laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which thePurchaser is bound and ( v ) are a fit, proper and suitable investment for the Purchaser, notwithstanding the substantial risks inherent ininvesting in or holding the Shares