definiens: means ( i ) any Common Shares issued or delivered to the Shareholders pursuant to the Merg er Agreement, ( ii ) any Common Shares issuable upon exercise of any warrants held by the Shareholders that were assumed by the Company pursuant to the Merger Agreement or ( iii ) any Common Shares issued or issuable with respect to the shares referred to in t he foregoing clauses ( i ) and ( ii ) by way of a share dividend or share split or in exchange 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 any particular 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 un der the 1933 Act and disposed of in accordance with the Registration Statement covering them, ( y ) subject to Section 7(b ), such Registrable Security has been sold by a Shareholder pursuant to Rule 144 under circumstances in which any legend borne by such R egistrable Security relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed by the Company ; or ( z ) such Registrable Security shall cease to be outstanding . For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities ( upon conversion, exercise or exchange in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right ), whether or not such acquisition has actually been effected