definiens: means ( i ) the Series A Registrable Securities ( as defined below ), ( ii ) the Series B Registrable Secur ities ( as defined below ), ( iii ) the Series C Regist rable Securities ( as defined below ), ( iv ) the Series D Re gistrable Securities ( as defined below ) and ( v ) any Common Stock of the Company issued as ( or issuable upon th e conversion or exercise of any warrant, right or o ther security that is issued as ) a dividend or other dis tribution with respect to, or in exchange for, or i n replacement of, the shares referenced in ( i ), ( ii ), ( iii ), and ( iv ) above, excluding in all cases, however, any Re gistrable Securities sold by a person in a transaction in whi ch his rights under this Section 1 are not assigned or that have been sold by a person pursuant to a registration st atement under the Act covering such Registrable Sec urities that has been declared effective by the SEC or in an ope n market transaction under Rule 144 . The number of shares of Registrable Securities outstanding shall be dete rmined by the number of shares of Common Stock outs tanding that are, and the number of shares of Common Stock issuable pursuant to then - exercisable or convertibl e securities that are, Registrable Securities