definiens: means ( i ) the Shares, ( ii ) the shares of Common Stock issued or issuableupon conversion of the Shares, ( iii ) any shares of capital stock of the Company acquired by the Purchasers pursuant to theInvestor Rights Agreement or Co - Sale Agreement, and ( iv ) any other shares of capital stock of the Company issued in respectof such shares ( as a result of stock splits, stock dividends, reclassifications, recapitalizations, or similar events ) ; provided, however, that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares ( x ) upon any salepursuant to a registration statement under the Securities Act, Section 4(1 ) of the Securities Act or Rule 144 under theSecurities Act or ( y ) at such time as ( i ) a period of at least one year, as determined in accordance with paragraph ( d ) of Rule144 under the Securities Act, has elapsed since the later of the date the Restricted Shares were acquired from the Company oran affiliate of the Company, and ( ii ) they become eligible for sale under Rule 144(b)(1)(i ) under the Securities Act