HIG Registrable Securities. Means (i) all shares of Common Stock of the Company originally issued, directly or indirectly, to HIG, (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, and (iii) all other shares of Common Stock of
... the Company held by Persons holding securities described in clauses (i) and (ii) above. As to any particular HIG Registrable Securities, such securities shall cease to be HIG 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 any employee of the Company, and, if such HIG Registrable Securities are purchased or otherwise acquired by any employee of the Company, then such HIG Registrable Securities shall be deemed Other Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of HIG Registrable Securities, and the HIG Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such HIG 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, and such Person shall be entitled to exercise the rights of a holder of HIG Registrable Securities hereunder.
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