definiens: shall mean ( i ) shares of Common Stock issued or issuable pursuant to the conversion of the Series A Shares and ( ii ) any Common Stock issued as a dividend or other distribution with respect to or in exchan ge for or in replacement of the shares referenced in ( i ) above ; provided, however, that Series A Registrable Securities shall not include any shares of Common Stock described in clause ( i ) or ( ii ) above which have previously been registered or which have b een sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor ’s rights under this Agreement are not validly assigned in accordance with this Agreement . A Holder of S eries A Registrable Securities need not convert such Series A Registrable Securities into Common Stock prior to requesting registration hereunder but may make such request in contemplation of conversion of such Series A Registrable Securities into Common S tock prior to the effectiveness of such registration