definiens: as defined in Rule 415 and that Purchaser is not an For the av oidance of doubt, shall not require the Company to institute or maintain any action, su it or proceeding against the Commission or any member of the Staff . In the event that, despite the Company ’s reasonable best efforts and compliance with the ter ms of this Section 4.2, the Staff refuses to alter its position, the Company shall : ( a ) remove from the Registration Statement 19 such portion of the Shares ( the ) and/or ( b ) agree to such restrictions and limitatio ns on the registration and resale of the Shares as the Staff may require to assure the Company ’s compliance with the requirements of Rule 415 ( collectively, the ) ; provided, however, that the Company s hall not agree to name any Purchaser as an in such Registration Statement without the prior writt en consent of such Purchaser . No liquidated damages sh all accrue as to any Cut Back Shares until such dat e as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrict ions ( such date, the of s uch Cut Back Shares ) . From and after the Restrictio n Termination Date applicable to any Cut Back Shares, all of the provisions of this ARTICLE IV ( includin g the liquidated damages provisions ) shall again be appli cable to such Cut Back Shares ; provided, however, t hat ( x ) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten Busines s Days after such Restriction Termination Date and ( y ) the Effectiveness Deadline with respect to such Cut Ba ck Shares shall be the 90th day immediately after the Restric tion Termination Date or the 120th day if the Staff reviews such Registration Statement ( but in any event no la ter than three Business Days from the Staff indicat ing it has no further comments on such Registration Statement )