Common use of Evaluation of Investment Clause in Contracts

Evaluation of Investment. Each Stockholder is capable of evaluating the merits and risks of its investment in Parent as a result of the Merger Agreement, and has the capacity to protect his own interest in making its investment in Parent. Each Stockholder (i) is acquiring shares of Class B common stock, par value $.01 per share, of Parent (the "Parent Shares") to be issued to it under the Merger Agreement solely for its own account for investment purposes, and not with a view to the distribution thereof, (ii) is a sophisticated investor with knowledge and experience in business and financial matters, (iii) has received all information concerning Parent and the Merger, including, but not limited to, the Merger Agreement, as desired in order to evaluate the merits and the risks inherent in holding Parent Shares, (iv) is able to bear the economic risk inherent in holding Parent Shares and (v) is an Accredited Investor (as defined in Regulation D promulgated under the Securities Act).