definiens: means the First Tranche Shares and Second Tranche Shares ; provided, however, that as t o any Registrable Securities, such securities shall irrevocably cease to constitute Registrable Securit ies upon the earliest to occur of : ( i ) in the case of the First Tranche Shares, on the first day following November 7, 2023, in the event the First Tranche Trigger Event has not o ccurred ; ( ii ) in the case of the Second Tranche Shares, on t he first day following November 7, 2023, in the event that the Second Tranche Trigger Event has not occurred ; ( iii ) the date on which such securities have been d isposed of pursuant to the Resale Shelf ; ( iv ) the date on which all of such securities may b e disposed of pursuant to Rule 144 of the Securities Act ( provided that for purposes of this clause ( iv ), such date shall not be earlier than tw elve ( 12 ) months after Purchaser issues such securities to Seller ) ; and ( v ) the date on which such securities cease to be o utstanding