definiens: means ( a ) the S hares ; and ( b ) any shares of ---------------------- Common Stock of [COMPANY] or other securities issu ed as ( or issuable upon the conversion or exercise of any warrant, right or oth er security which is issued as ) a dividend or other distribution with respect t o, or in exchange for or in replacement of, the Shares by way of stock dividend, stock split or in connection with a combination of shares, recapitali zation or other reorganization or otherwise . Notwithstanding the fo regoing, as to any particular Shares or other securities described above, once is sued they shall cease to be Registrable Securities when ( x ) a registration stat ement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in acco rdance with such registration statement, ( y ) they shall have been distributed pur suant to Rule 144 ( or any successor provision ) under the Securities Act, or ( z ) they shall have been otherwise transferred in a private transaction in w hich the rights under this Section 7 hereof have not been assigned