definiens: means ( i ) the Equity Consideration issued to theStockholder or any Permitted Designee pursuant to the Purchase Agreement ; ( ii ) any Common Stock acquiredby the Stockholder, any Permitted Designee ( as defined in the Purchase Agreement ) or any PermittedTransferee ( as defined in the Purchase Agreement ) after the date hereof ; and ( iii ) any Common Stock issuedas ( or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as ) adividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced inclauses ( i ) and ( ii ) above ; excluding in all cases, however, ( x ) any Registrable Securities sold by a Person in atransaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 4.1,and ( y ) any Registrable Securities sold pursuant to a registration statement covering such securities which hasbeen declared effective by the Securities and Exchange Commission, and excluding for purposes of Section 2any shares for which all registration rights have terminated pursuant to this Agreement