definiens: as defined in Rule 501(a ) under the Securities Ac t of 1933, as amended ; ( b ) it will acquire the Shares for its own account, for the purpose of investment and not wit h a view to distribution or resale thereof ; ( c ) the execution o f this Agreement and the consummation of the transa ctions contemplated hereby have been duly authorized by al l necessary action on the part of the Purchaser, an d this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceabl e agreement of the Purchaser, except ( i ) as limited b y applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application af fecting enforcement of creditors ' rights generally and ( ii ) as limited by laws relating to the availability of spe cific performance, injunctive relief or other equit able remedies ; ( d ) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders ' fees or the like relating to this Agreement or the transactions contemplated her eby ; ( e ) it has had the opportunity to ask questions of and rec eive answers from representatives of the Company co ncerning the terms of the offering of the Shares and to obta in additional information concerning the Company an d its business, and has all of the information necessary for it to evaluate the merits and risks of an inves tment in the Shares and can bear the economic risks of such inve stment