OEP Registrable Securities. Means (i) the shares of
Company Common Stock
held as of and Preferred Stock set forth on Schedule I to the
date hereof by OEP and their Permitted Transferees Securities Holder Agreement opposite OEP's name and any shares of
Company Common Stock
hereafter or Preferred Stock hereinafter acquired by OEP,
the Additional Investor (as defined in the Stockholders Agreement) or, in each case, their its Affiliates and Permitted
Transferees (as defined in the Stockholders Agreement) that are Investors, Transferees, and (ii) any shares of capital stock of the Company issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, a Person will be deemed to be a holder of OEP Registrable Securities whenever such
3 Person has the right to acquire, directly or indirectly, such OEP 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,
provided, however, PROVIDED, HOWEVER, that each such share of
Company Common Stock and Preferred Stock shall cease to be an OEP Registrable Security when (i) it has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering it; or (ii) it is distributed to the public pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act.
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