definiens: shall mean ( a ) the shares of Parent CommonStock issued pursuant to the Merger Agreement, whether in the Merger or pursuantto Section 2.06 of the Merger Agreement, and held by a Holder and ( b ) anysecurities issuable or issued or distributed in respect of any of the ParentCommon Stock identified in clause ( a ) by way of stock dividend or stock split orin connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise . For purposes of this Agreement, RegistrableSecurities shall cease to be Registrable Securities when ( i ) a RegistrationStatement covering such Registrable Securities has been declared effective underthe Securities Act by the SEC and such Registrable Securities have been disposedof pursuant to such effective Registration Statement, ( ii ) such RegistrableSecurities have been disposed of pursuant to a valid exemption from registrationunder the Securities Act or ( iii ) such Registrable Securities may be sold underRule 144 of the Securities Act without limitation on the number of shares ormanner of sale