definiens: means the Shares held by Purchaser and the DepositShares relating thereto, including, without limitation, any Ordinary Shares or American Depositary Shares paid, issuedor distributed in respect of any such Shares or Deposit Shares by way of stock dividend, stock split or distribution, orin connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise, butexcluding Ordinary Shares or American Depositary Shares acquired before or after the Closing Date, provided, however, that the Shares and the Deposit Shares relating thereto, will not be ( A ) after the Sharesor Deposit Shares have been sold pursuant to an effective registration statement or in compliance with Rule 144 orother exemptions from registration or ( B ) when the remaining Shares or Deposit Shares held by the Purchaser could, in the opinion of counsel satisfactory to the Company, be sold by the Purchaser in a single transaction without thevolume and manner of sale limitations under Rule 144 unless the Purchaser has taken action, without the consent oragreement of the Company, subsequent to the date hereof to cause such Shares not to be eligible for such sale underRule 144