definiens: means ( a ) the Shares, ( b ) the shares of Common Stock issued or issuableupon conversion of the Shares of Series C Preferred, ( c ) any shares of capital stock of the Company acquired by the Purchaserspursuant to the Investor Rights Agreement or Co - Sale Agreement, and ( d ) any other shares of capital stock of the Companyissued in respect of such shares ( as a result of stock splits, stock dividends, reclassifications, recapitalizations or similarevents ) ; provided, however, that shares of Common Stock which are Restricted Shares shall cease to be Restricted Shares(x ) upon any sale pursuant to a registration statement under the Securities Act, Section 4(1 ) of the Securities Act or Rule 144under the Securities Act or ( y ) at such time as ( i ) a period of at least one year, as -14 - determined in accordance with paragraph ( d ) of Rule 144 under the Securities Act, has elapsed since the later of the date theRestricted Shares were acquired from the Company or an affiliate of the Company, and ( ii ) they become eligible for sale underRule 144(b)(1)(i ) under the Securities Act