definiens: means, at any time, the Shares held by Purchaser including, without limitation, any Common Stock paid, issued or distributed in respect of an y such Shares by way of stock dividend, stock split or dis tribution, or in connection with a combination of s hares, recapitalization, reorganization, merger or consoli dation, or otherwise, but excluding Common Stock ac quired in the open market before or after the date hereof ; pr ovided, however, that the Shares will not be ( A ) after such Shares have been sold pu rsuant to an effective registration statement or in compliance with Rule 144 or ( B ) when certificates evidencing a ll of the Shares issuable to the Purchaser under th is Agreement have been so issued and the remaining Sha res then held by the Purchaser have been reissued t o the Purchaser without restrictive legends and are then free from any other restrictions on transfer