Henschel Registrable Securities. Means (i) all shares of Common Stock of the Company originally issued, directly or indirectly, to the Henschels or either of them in connection with the Merger and (ii) all shares of Common Stock of the Company issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise, conversion, or exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other
... reorganization. As to any particular Henschel Registrable Securities, such securities shall cease to be Henschel Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act, (b) sold to the public through a broker, dealer, or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or (c) repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by Sun, and, if such Henschel Registrable Securities are purchased or otherwise acquired by Sun, then such Henschel Registrable Securities shall be deemed Sun Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Henschel Registrable Securities, and the Henschel Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Henschel 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 other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Henschel Registrable Securities hereunder.
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