definiens: means ( i ) the shares of Common Stock sold pursuant to this Agreement and ( ii ) any Common Stoc k issued or issuable ( either directly or upon the conversion of or exercise of a ny warrant, right or other security ) with respect to the Common Stock referred to in clause ( i ) above by way of a stock dividend or stock split or in connec tion with a combination of shares, reclassification, recapitalization, merger or consolidation or reorganization ; provided, however that such shares of Common Stock shall only be treated as Registrable Securities if and so long as they have not been ( x ) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or ( y ) sold in a tra nsaction exempt from the registration and prospectus delivery requirements o f the 1933 Act pursuant to Rule 144 thereunder so that all the transfer regist rations and restrictive legends with respect to such Common Stock are remov ed upon the consummation of such sale and the Company receives an opinion of co unsel for the Company ( with a copy to the seller of such Common Stock ), which sha ll be in form and content reasonably satisfactory to the Company, to the effe ct C-17 that such Common Stock in the hands of the purchase r is freely transferable without restriction or registration under the 1933 Act in any public or private transaction