definiens: means, as of any date of determination all shares of Common Stock issued upon conversion in full of the Preferred Stock, including if distributed on a pro rata basis to stockholders of [COMPANY] ; provided, however, that any such Registrable Securities shall cease to be Registrable Securities ( and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto ) for so long as ( a ) a Registration Statement with respec t to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, ( b ) such Registrable Securities have been previously sold in accordance with Rule 144, or ( c ) with respect to Registrable Securities held by a particular Holder, such Registrable Securities are or become eligible for resale pursuant to Rule 144 and all the Registrable Securit ies held by such Holder can be sold within a three -month period notwithstanding volume and manner -of - sale restrictions under Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144