definiens: means any Company Shares held by the Holders at any time ( including those held as a result of the conversion or exercise of Company Shares Equivalents ) ; provided that, as to any Registrable Securities held by a particular Holder, such securities shall cease to be Registrable Securities when ( A ) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in a ccordance with such registration statement, or ( B ) ( x ) such securities are eligible to be sold by such Holder in a single transaction in compliance with the requirements of Rule 144 under the Securities Act, as such Rule 144 may be amended ( or any successo r provision thereto ) without volume limitations under Rule 144 and ( y ) such Holder no longer Beneficially Owns in the aggregate a number of Company Shares equal to at least 10 % of the then outstanding Company Shares