definiens: means ( a ) the Shares, ( b ) the Warrant Shares and ( c ) any shares of Common Stock or other securities issued as ( or issuable upon the conversion or exercise of any warrant, right or other security which is issued as ) a dividend or other distri bution with respect to, or in exchange for or in replacement of, the Shares or Warrant Shares by way of stock dividend, stock split or in connection with a combination of shares, recapitalization or other reorganization or otherwise . Notwithstanding the fo regoing, as to any particular Shares or other securities described above, once issued they shall cease to be Registrable Securities when ( i ) a Registration Statement with respect to the sale of such securities shall have become effective under the Securiti es Act and such securities shall have been disposed of in accordance with such Registration Statement, ( ii ) they shall have been distributed pursuant to Rule 144 under the Securities Act, ( iii ) such securities may be sold without volume restrictions pursua nt to Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company 's transfer agent, or ( iv ) such securities shall have been otherwise transferred, unless the transfer is to an Affiliate or occurs after the Lock -Up Period in accordance with the terms and conditions of this Agreement