definiens: shall mean any of the tollowing held by a Sharehold er : ( a ) any capital stock of the LICENSEE ; ( b ) any warrants, options or other rights to subscribe for or to acquire, directly or indirectly, capital stock o[the LICENSEE, whcther or not then exercisable or convertible ; ( c ) any stock, notes or other securities which arc convertible into or exchangeable for, directly or indirectly, capital stock oflhe LICENSEE, whether or not then convertible or exchangeab le ; and ( d ) any equity securities issued or issuable directly or indirectly with respect to the securities referred to in clauses ( a ), ( b ) and ( c ) above by way of stock dividend or stock split or in connection with a comhination of shares, recapitalization, merger, consolidation or other reorganization . As to any particular securities constituting Shares, such shares will cease to be Shares when they have been transferred in a public sale