definiens: ( as such term is defined in Rule 501 of Regulation D under the Securities Act ) and as to the basis on which such holder is anaccredited investor ; or ( ii ) such holder is not and will not be, as of the Effective Time, an, in which case such holdereither alone or with such holder ’s purchaser representative has such knowledge and experience in financial and business matters that suchholder is capable of evaluating the merits and risks of the Aspen Common Stock ; and ( iii ) that unless the shares are registered for resale theAspen Common 83Stock is being acquired for such holder ’s account for investment only and not with a view towards, or with any intention of, a distribution orresale thereof for at least a period of six ( 6 ) months following the Closing or ( b ) such holder is not a within the meaning ofRegulation S, Rule 902, promulgated by the SEC under the Securities Act