Common use of Registrable Securities Clause in Contracts

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, any given Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the such Registrable Securities owned by a Designated Holder may be have been sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiii) such Designated Holder (together with any other person who would be considered a “person” with such Holder under Rule 144(a)(2) and any person whose Common Stock would be aggregated with such Holder for purposes of Rule 144(e)) owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, or (v) such Registrable Securities are no longer outstanding.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will shall cease to be Registrable Securities, Securities when (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) (xi) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (yii) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock Shares on a fully diluted basis, or (iiic) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights Registration Rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities held by any Designated Holder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned held by a any Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, basis or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, any given Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold pursuant to Rule 144 promulgated under the Securities Act, (xiii) the entire amount of the Registrable Securities owned by a Designated the relevant Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiv) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, or (vi) such Registrable Securities are no longer outstanding.

Registrable Securities. For the purposes of this Agreement, with respect to each Designated Holder, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such the Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, any Registrable Securities held by any Designated Holder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities are sold pursuant to Rule 144, (xiii) in the opinion of counsel reasonably satisfactory to the Company (which may be waived by the Company in its sole discretion), the entire amount of the Registrable Securities owned held by a any Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume or manner of sale, and without any public information or other requirement, pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiv) such Designated Holder owning such Registrable Securities beneficially owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basisNon-Convertible Preferred Shares, or (iiiv) the Registrable Securities are proposed have ceased to be outstanding or (vi) the Registrable Securities have been sold or distributed by in a Person private transaction in which the transferor’s rights under this Agreement are not entitled assigned to the registration rights granted by this Agreementtransferee of the securities.

Registrable Securities. For the purposes of this Agreement, Registrable Securities held by any Designated Holder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned held by a any Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and or (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, with respect to each Designated Holder, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a such Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this ---------------------- Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this AgreementSection 8.13(f), Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned held by a Designated Holder any holder thereof may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgmentPurchaser, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such the Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares Capital Stock of Common Stock the Purchaser on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this AgreementSection 8.13(f).

Registrable Securities. For the purposes of this Agreement, any given Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the such Registrable Securities owned by a Designated Holder may be have been sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiii) such Designated Holder (together with any other person who would be considered a “person”with such Holder under Rule 144(a)(2) and any person whose Common Stock would be aggregated with such Holder for purposes of Rule 144(e)) owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, or (v) such Registrable Securities are no longer outstanding.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement (other than a Form F-6 or successor thereto) covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may proposed to be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public in the United States without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basisAct, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, or (iv) such Registrable Securities have been distributed pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities shall have been distributed pursuant to Rule 144 or (xiii) as to any Designated Holder, the entire amount of the Registrable Securities owned by a such Designated Holder may be sold in a single saleHolder, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public without any limitation as to volume pursuant to paragraph (e) of Rule 144 (without giving effect to paragraph (k) thereof) (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iiiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, any Registrable Securities held by a Designated Holder will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may to be sold in a single salesale by a Designated Holder, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public without any limitation as to volume and without registration pursuant to Rule 144 (or any successor provision then in effectrule) under the Securities Act and (y) such the Designated Holder owning such is not then an Affiliate of the Company; provided that the Wand Investors shall not be subject to this Section 2(d)(ii) until the number of Registrable Securities owns held by them represent 1% or less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basisof the Company, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this AgreementAgreement or (iv) such Registrable Securities cease to be outstanding.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will irrevocably cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (xA) the entire amount of the Registrable Securities owned by a Designated the relevant Investor Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Investor Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and (yB) such Designated Investor Holder owning such Registrable Securities owns less than one percent (1%) 5% of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, (iv) the date on which such Registrable Securities have been disposed of pursuant to Rule 144 or (v) the date on which such Registrable Securities cease to be outstanding.

Registrable Securities. For the purposes of this Agreement, ---------------------- Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such the Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities held by any Designated Shareholder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned held by a any Designated Holder Shareholder may be sold in a single sale, in the opinion of counsel reasonably satisfactory to the Company and such the Majority Designated HolderShareholders, each in their reasonable judgment, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiii) the Registrable Securities beneficially owned (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) by such Designated Holder owning such Registrable Securities owns Shareholder together with its Affiliates represents less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiiiv) the Registrable Securities are proposed they have ceased to be sold or distributed by a Person not entitled to the registration rights granted by this Agreementoutstanding.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities shall have been distributed pursuant to Rule 144, or (xiii) the entire amount of the Registrable Securities owned by a Designated Holder may proposed to be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iiiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (ii) (x) the entire amount of the Registrable Securities owned proposed to be sold by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns held by any Designated Holder constitute less than one percent (11 %) of the outstanding shares capital stock of Common Stock on a fully diluted basis, the Company or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, Registrable Securities will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such the Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.

Registrable Securities. For the purposes of this Agreement, as to ---------------------- any particular Registrable Securities, such Registrable Securities will shall cease to be Registrable Securities, Securities when (i) a Registration Statement registration statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission SEC and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (ii) (x) the entire amount of the Registrable Securities owned by a Designated Holder may proposed to be sold in a single salesale are or, in the opinion of counsel satisfactory to the Company and such the Designated Holder, each in their reasonable judgment, may be distributed to the public without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basisAct, or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this AgreementAgreement or (iv) such Registrable Securities shall have ceased to be outstanding.

Registrable Securities. For the purposes of this Agreement, any given Registrable Securities will cease to be Registrable Securities, Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been sold pursuant to Rule 144 promulgated under the Securities Act, (xiii) the entire amount of the Registrable Securities owned by a Designated the relevant Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume pursuant to Rule 144 (or any successor provision then in effect) promulgated under the Securities Act and Act, (yiv) such Designated Holder owning such Registrable Securities owns less than one percent (1%) % of the outstanding shares of Common Stock on a fully diluted basis, or (iiiv) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement, or (vi) such Registrable Securities are no longer outstanding.

Registrable Securities. For the purposes of this Agreement, Registrable Securities held by a Designated Holder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) (x) the entire amount of the Registrable Securities owned held by a such Designated Holder may be sold in a single sale, in the opinion of counsel satisfactory to the Company and such Designated Holder, each in their reasonable judgment, without any limitation as to volume or manner of sale pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act and (y) such Designated Holder owning such Registrable Securities owns less than one percent (1%) of the outstanding shares of Common Stock on a fully diluted basis, basis or (iii) the Registrable Securities are proposed to be sold or distributed by a Person not entitled to the registration rights granted by this Agreement.