definiens: means, with respect to a Shelf Registration Statement or New RegistrationStatement, the ninetieth ( 90th ) calendar day following the Trigger Date ( or, in the event the SEC reviews and issueswritten comments to the Shelf Registration Statement or the New Registration Statement, the one hundred twentieth(120th ) calendar day following the Trigger Date ) ; provided, however, that if the Company is notified by the SEC thatthe Shelf Registration Statement or the New Registration Statement will not be reviewed or is no longer subject tofurther review and comments, the Effectiveness Deadline as to such Shelf Registration Statement shall be the fifth(5th ) Business Day following the date on which the Company is so notified if such date precedes the dates otherwiserequired above ; provided, further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that theSEC is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which theSEC is open for business ; provided, further, that if the SEC is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same amount of days that the SEC remains closed foroperations