definiens: means ( i ) any Series A Shares, ( ii ) any Common Sh ares issued upon the conversion of the Series A Shares, including any Se ries A Shares issuable upon conversion of the Serie s A-1 Shares and ( iii ) any other Common Shares hereafter acquired by the Investors ( and any other securities issued or issuable to the Investors with respect to the secur ities referred to in clauses ( i ), ( ii ) and ( iii ) by way of any share split, share dividend or other distribution, recapi talization, share exchange, share reconstruction, a malgamation, contractual control arrangement or similar event ) . As to any particular Registrable Securities, such s ecurities shall cease to be Registrable Securities when : ( a ) a Regi stration Statement with respect to the sale of such securities shall have become effective under the Securities Ac t and such securities shall have been sold, transfe rred or disposed of pursuant to such Registration Statement ; ( b ) upon an Investor ’s request in writing, ( i ) su ch securities shall have been otherwise transferred pursuant to s uch written request, ( ii ) new certificates for them or registered in such alternative form, in each case not bearing a legend restricting further transfer, shall have b een delivered by the Company in accordance with such written request and ( iii ) subsequent public distribution of them s hall not require registration under the Securities Act and i s permitted under Rule 144A without any volume, man ner - of - sale or other conditions ; or ( c ) such securities sh all have ceased to be outstanding . The parties here to acknowledge that the inclusion of in the definition of is intended solely to facilitate any registration of Common Shares and th at, in the event the Investors have no rights under this Agreement to effect any public offering of Preferre d Shares