definiens: ( as that term is defined by Rule 501 of the Securities Act ) and ( v ) ( A ) has been furnished with or has had full access to all t he information that it considers necessary or appro priate to make an informed investment decision with respect to the Shares, ( B ) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and, in connection therewith, obtained information necessary to verify any information fur nished to it or to which it had access ( it being ag reed and understood that this Clause ( v ) does not affect the Company ’s representations and warranties contained in Section 3 ) and ( C ) can bear the economic risk of ( x ) an inv estment in the Shares indefinitely and ( y ) a total loss in respect of such investment . The Purchaser has such knowledg e and experience in business and financial matters so as to enable it to understand and evaluate the risks of a nd form an investment decision with respect to its investment in the Shares and to protect its own interest in conne ction with such investment . The Purchaser understan ds that there is no assurance that any exemption from registratio n under the Securities Act will be available to tra nsfer the Shares and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Shares under the circumstances, in the amounts or a t the times the Purchaser might propose