definiens: shall mean a Purchaser ’s Questionnaire of a shareholde r of the Company duly completed and at or before 5:00 p.m. E.S.T. the day prior to the Effective Time returned to Parent, substantially in the form of Exhibit 2.3 hereto, indicating that such shareholder is an ( as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended ) and executed by such shareholder, or that such shareholder is not an but that, by reason of the business or financial experience of the person designated by such shareholder as a professional advisor and purchaser 's representative within the meaning of the applicable state securities or Blue Sky laws and Rule 501(h ) of such Regulation D, such shareholder together with such designee could be reasonably assumed to have the capacity to protect such shareholder 's own interests in connection with the Merger and executed by such shareholder and such designee, and in each case accepted by Parent as a purchaser of shares of Parent Common Stock