definiens: means ( a ) the Shares, ( b ) the shares of Common Stock issued or issuableupon conversion of the Shares, ( c ) any shares of capital stock of the Company acquired by the Purchaser pursuant to theInvestor Rights Agreement or Co - Sale Agreement, ( d ) the IPO Shares, if issued in a Private Placement, and ( e ) any other sharesof capital stock of the Company issued in respect of such shares ( as a result of stock splits, stock dividends, reclassifications, recapitalizations or similar events ) ; provided, however, that shares of Common Stock which are Restricted Shares shall ceaseto be Restricted Shares ( x ) upon any sale pursuant to a registration statement under the Securities Act, Section 4(1 ) of theSecurities Act or Rule 144 under the Securities Act or ( y ) at such time as ( i ) a period of at least one year, as determined inaccordance with paragraph ( d ) of Rule 144 under the Securities Act, has elapsed since the later of the date the RestrictedShares were acquired from the Company or an affiliate of the Company, and ( ii ) they become eligible for sale under Rule144(b)(1)(i ) under the Securities Act