definiens: means ( i ) any shar es of Common Stock subscribed for pursuant to the Purchase Agreement ; ( ii ) any sh ares of Common Stock issued or issuable upon conversion or exercise of the Secu rities ; and ( iii ) any shares of Common Stock issued or issuable in respect of th e securities referred to in clause ( i ) and ( ii ) above, whether to satisfy inter est or dividend payments or otherwise, until, in the case of any such security, it is ( A ) sold pursuant to an effective registration statement under the Secur ities Act ; ( B ) eligible to be sold into the public market without regard to volum e limitations under Rule 144(k ) promulgated under the Securities Act ( or any successor rule ) ; ( C ) sold pursuant to Rule 144 under the Securities Act ( or a ny successor rule ) ; or ( D ) sold by a Person in a transaction in which registra tion rights are not transferred pursuant to Section 10 hereof . Whenever a number or percentage of Registrable Securities is to be determined pursuant to this Agreement, each then outstanding Security that is convertible into or ex ercisable for shares of Common Stock will be deemed to be equal to the numb er of shares of Common Stock for which such Security is then so convertible or e xercisable