definiens: means ( i ) any Common Shares issued or delivered to the Shareholder pursuant tothe Purchase Agreement or otherwise acquired by the Shareholder and ( ii ) any Common Shares issued or issuablewith respect to the shares referred to in the foregoing clause ( i ) by way of a share dividend or share split or inexchange for or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization . As to anyparticular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when(x ) they have been effectively registered or qualified for sale by prospectus filed under the 1933 Act and disposed ofin accordance with the Registration Statement covering them, ( y ) subject to Section 7(b ), such Registrable Securityhas been sold by the Shareholder pursuant to Rule 144 under circumstances in which any legend borne by suchRegistrable Security relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed bythe Company ; or ( z ) such Registrable Security shall cease to be outstanding . For purposes of this Agreement, aPerson will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directlyor indirectly such Registrable Securities ( upon conversion, exercise or exchange in connection with a transfer ofsecurities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right ), whether or notsuch acquisition has actually been effected