definiens: means ( a ) the Shares, and ( b ) any shares of Common Stock of Amicus or other securities issued as(or issuable upon the conversion or exercise of any warrant, right or other security which is issued as ) a dividend or otherdistribution with respect to, or in exchange for or in replacement of, the Shares by way of stock dividend, stock split or inconnection with a combination of shares, recapitalization or other reorganization or otherwise . Notwithstanding the foregoing, as toany particular Shares or other securities described above, once issued they shall cease to be Registrable Securities when ( 1 ) aregistration statement with respect to the sale of such securities shall have become effective under the Securities Act and suchsecurities shall have been disposed of in accordance with such registration statement, ( 2 ) they shall have been distributed pursuant toRule 144 ( or any successor provision ) under the Securities Act, ( 3 ) such securities may be sold without volume restrictions pursuantto Rule 144, as determined by the counsel to Amicus pursuant to a written opinion letter to such effect, addressed and acceptable toAmicus ’s transfer agent, or ( 4 ) such securities shall have been otherwise transferred in a private transaction in which the rights underSection 7 hereof have not been assigned in connection with such transfer