definiens: as defined in Rule 501(a ) promulgated under the Securities Act ; and ( d ) Such Stockholder ( A ) is able to bear the economic risk of an investment in the Parent ’s Stock acquired pursuant tothis Agreement, ( B ) can afford to sustain a total loss of that investment, ( C ) has such knowledge and experience in financialand business matters that he or it is capable of evaluating the merits and risks of the proposed investment in the Parent’sStock, ( D ) has had an adequate opportunity to ask questions and receive answers from the officers of the Parent concerning anyand all matters relating to the transactions contemplated by this Agreement and ( E ) as of the date hereof, has received andreviewed copies of the Parent ’s most recent annual report on Form 10 - K, most recent proxy statement and all other reports filedunder Section 13(a ) of the Exchange Act since the date of filing of the Parent ’s most recent annual report on Form 10 - K priorto the date hereof