definiens: as such term is defined in Regulation D under the Securities Actand that such LAT Holders are acquiring the Common Stock for investment purposes and not with a viewto selling or otherwise distributing such the Common Stock in violation of the Securities Act or thesecurities laws of any state, and ( e ) such LAT Holders has had an opportunity to ask and receiveanswers to any questions such LAT Holders may have had concerning the terms and conditions of theMerger and the Common Stock and has obtained any additional information that such LAT Holders hasrequested . Delivery shall be effected, and risk of loss and title to the LAT Interests shall pass, only upondelivery to the Company ( or an agent of the Company ) of ( x ) certificates evidencing ownership thereof ascontemplated by Section 1.7 hereof ( or an affidavit of lost certificate ), and ( y ) the Letter of Transmittalcontaining the representations, warranties and covenants contemplated by this Section 4.2