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 other distribution \~ith respect to, or in exchange for or in replacement ot~ the Shares by way of stock dividend, stock split or in connection with a combination of shares, recapitalization or other reorganization or otherwise . Notwithstanding the foregoing, as to any particular Shares or other securities described above . once issued they shall cease to be Registrable Securities when ( 1 ) a registration statement with respect to the sale such securities shall have become etTective under the Securities Act and such securities shall have been disposed of in accordance ' with such registration statement, ( 2 ) they shall have been distributed pursuant to Rule 144 ( or any suecessor provision ) under the Securities Act, ( 3 ) such securities may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to Amicus pursuant to a written opinion letter to such effect, addressed and acceptable to Amicus 's transfer agent, or ( 4 ) such securities shall have been otherwise transferred in a private transaction in which the rights under Section 7 hereof have not been assigned in connection with such transfer