definiens: means ( 1 ) the Common Stockpurchased by the Investor pursuant to the Purchase Agreement, ( 2 ) any CommonStock purchased or otherwise acquired by the Investor or its Affiliates ( or itspermitted transferees ) after the date hereof, whether pursuant to Section 17 or19 hereof or otherwise ( or Common Stock issuable with respect to othersecurities so purchased or otherwise acquired ), and ( 3 ) any Common Stock of theCompany issued as a dividend or other distribution with respect to, or inexchange or in replacement of, such Common Stock after the date hereof;provided, however, that shares of Common Stock which are Registrable Sharesshall cease to be Registrable Shares ( i ) upon any sale pursuant to aregistration statement or Rule 144 under the Securities Act, ( ii ) upon any sale -5-<PAGE > in any manner to a person or entity which is not entitled, pursuant to Section12, to the rights under this Agreement or ( iii ) at such time as the Holderthereof is eligible to sell all such Registrable Shares pursuant to Rule 144(k)under the Securities Act