definiens: within the meaning of Rule 501(a ) under the Securities Act . The Purchaser hasdetermined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participationin the transactions contemplated by the Transaction Documents ( i ) are fully consistent with its ﬁnancial needs, objectives and condition, ( ii ) comply andare fully consistent with all investment policies, guidelines and other restrictions applicable to the Purchaser, ( iii ) have been duly authorized and approvedby all necessary action, ( iv ) do not and will not violate or constitute a default under the Purchaser ’s charter, by - laws or other constituent document orunder any law, rule, regulation, agreement or other obligation by which the Purchaser is bound and ( v ) are a ﬁt, proper and suitable investment for thePurchaser, notwithstanding the substantial risks inherent in investing in or holding the Shares