definiens: means the Shares held by Subscriber, including, without limitation, any Ordinary Shares paid, issue d or distributed in respect of any such Shares by w ay of stock dividend, stock split or distribution, or in connec tion with a combination of shares, recapitalization, reorganization, merger or consolidation, or issued in exchange for or in replacement of the Shares, or otherwise, but excluding Ordinary Shares acquired after the Closing Date, pr ovided, however, that the Shares will not be ( A ) after the Shares have been sold pursuan t to an effective registration statement or in comp liance with Rule 144 or other exemptions from registration or ( B ) when the Shares held by the Subscriber could, in the opinion of counsel satisfactory to the Company, be sold by the Subscriber in a single transaction without the volume and manner of sale limitations under Rule 144 unless th e Subscriber has taken action, without the consent or agreement of the Company, subsequent to the date hereof to ca use such Shares not to be eligible for such sale un der Rule 144