definiens: means ( a ) the shares of [COMPANY] Common Stock issued pursuant to this Agreement and ( b ) any securities issuable or issued or distributed in respect of any of the shares of [COMPANY] Common Stock identified in clause ( a ) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise . For purposes of this Agreement, ( i ) Registrable Securities shall cease to be Registrable Securities when a Registration Stateme nt covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement and ( ii ) the Registrable Securities shall not be deemed to be Registrable Securities at any time when the entire amount of such Registrable Securities proposed to be sold by BSC in a single sale constitute less than 1 % of the then outstanding shares of [COMPANY] Common Stock and are or, in the opinion of counsel satisfactory to [COMPANY] and BSC, each in their reasonable judgment, may be, so distributed to the public pursuant to Rule 144 ( or any successor provision then in effect ) under the Securities Act in any three month period or any such Registrable Sec urities have been sold in a sale made pursuant to Rule 144 of the Securities Act