definiens: means ( a ) the Shares, and ( b ) any shares of Common Stock of Amicus or other securities issued as ( or issuable upon theconversion or exercise of any warrant, right or other security which.is issued as ) a dividend or other distribution with respect to, or in exchange for or in replacement 9f, theShares by way of stock dividend, stock split or in connection with a combination of shares, recapitalization or other reorganization or otherwise : Notwithstanding the foregoing, . as to any particular Shares or other securities described above, once issued they shall cease to be Registrable Securities when ( 1 ) a registration statement 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 accordance with such registration statement, ( 2 ) they shall have been distributed pursuant to Rule 144 ( or any successor provision ) under the Securities Act, ( 3 ) such securities may be sold without volume restrictiolls pursllant to Rule 144, as determined by the counsel to Amicus pursuant to a written opinion letter to such effect, addressed and acceptable to Amicus 's transfer agent, or ( 4 ) such securities shall have been otherwise transferred in a private transaction in which the rights under Section 7 hereof have not been assigned in connection with such transfer