definiens: as defined in Regulation D under the Securities Act and is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares and ( B ) the Company has made available to [COMPANY], prior to the date hereof, the opportunity to ask questions of and receive complete and correct answers from representatives of the Company concerning the terms and conditions of the Shares and to obtain any additional information relating to the financial condition and business of the Company and [COMPANY] has such knowledge and experience in financial and business matters that [COMPANY] is capable of evaluating the merits and risks of the investment in the Shares ; ( ii ) each of GGL and SBC is acquiring the Shares for its own account for investment only and with no present intention of distributing any of the Shares or any arrangement or understanding with any other persons regarding the distribution of the Shares ; ( iii ) each of GGL and SBC will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of ( or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Shares except in compliance with Section 4.2 of this Agreement, the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder, and acknowledges that certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith ; and ( iv ) each of GGL and SBC has, in connection with its decision to purchase the Shares relied only upon the SEC Documents and the representations and warranties of the Company contained herein . Each of GGL and SBC understands that its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of each investor 's investment intent as expressed herein