definiens: means all of the Shares an d any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares ; provided that with respect to a particular Holder, such Holder 's Share s shall cease to be Registrable Securities upon the earliest to occur of the following : ( A ) a sale pursuant to a Re gistration Statement or Rule 144 under the Securiti es Act ( in which case, only such security sold by the Holder s hall cease to be a Registrable Security ) ; or ( B ) be coming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance wi th the current public information requirement thereunder a nd without volume or manner - of - sale restrictions, p ursuant to a written opinion letter of counsel for the Company to such effect, addressed, delivered and acceptabl e to the transfer agent for the Common Stock