Advent Registrable Securities. Means (i) any share of Class A Common issued to Advent (or its Affiliates) or otherwise acquired, including, without limitation, upon any recapitalization of Class L Common into Class A Common, and (ii) any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization;
... provided, however, that in the event that pursuant to any recapitalization or exchange Non-Participating Securities are issued, such Non-Participating Securities will not be Registrable Securities. As to any particular shares constituting Advent Registrable Securities, such shares will cease to be Advent Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Advent Registrable Securities whenever such Person has the right to acquire directly or indirectly such Advent Registrable Securities (upon conversion or exercise 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.
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