definiens: as that term is defined in Rule 501 under the Securities Act, ( v ) it has had such opportunity as it has deemed adequate to obtain from represent atives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company, ( vi ) it has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Shares pursuant to the terms of the Merger Agreement and to make an informed investment decision with respect thereto, ( vii ) it can afford a complete loss of the value of the Shares and is able to bear the economic risk of holdin g such Shares for an indefinite period, ( viii ) it understand that ( a ) the Shares have not been registered under the Securities Act and are within the meaning of Rule 144 under the Securities Act, ( b ) the Shares can not be sold, trans ferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available ; and ( c ) there is now no registration statement on file with the Securities and Exchange Commission with re spect to the Shares