definiens: shall mean ( i ) the Pu rchased Shares and any shares of Common Stock owned of record by Aventis as of the date of this A greement and all shares of Common Stock hereafter a cquired by the Purchaser Parties, together with any shares of Common Stock issued in respect thereof as a resu lt of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and ( ii ) any Common Stock issued as ( or issuable upon the exerci se of any warrant, right or other security that is issued as ) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Com mon Stock described in clause ( i ) of this definition, excludi ng in all cases, however, ( A ) any Registrable Secur ities if and after they have been transferred to a Permitted Tra nsferee in a transaction in connection with which r egistration rights granted hereunder are not assigned, ( B ) any Registrable Securities sold to or through a broker or dealer or underwriter in a public distribution or a public se curities transaction or ( C ) Registrable Securities eligible for resale pursuant to Rule 144(k ) under the Securities Act