Common use of Following Effectiveness Clause in Contracts

Following Effectiveness. Following effectiveness of any Shelf Registration Statement pursuant to this Section 5.4, (x) if the Company determines in good faith that the availability of the Shelf Registration Statement for use would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the continued use of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to suspend the use of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party and each other Person participating in such Shelf Registration Statement a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to suspend the use of such Shelf Registration Statement, provided, that such suspension, together with any other suspension or deferral of its obligations under Section 5.2 or Section 5.4, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such suspensions or deferrals over any twelve-month period. The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(ii), it shall, as promptly as practicable following expiration of the applicable suspension period, update the suspended Shelf Registration Statement as may be necessary to permit the Selling Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. The minimum period of time during which the applicable Shelf Registration Statement must remain effective pursuant to Section 5.4(a) shall be extended by the number of days during the period from and including the date of delivery to the Selling Holders of the certificate contemplated by the first sentence of this Section 5.4(b)(ii) and ending on the date that the Company gives notice as provided herein that such suspension has ended.

Following Effectiveness. Following effectiveness of any Shelf Registration Statement pursuant to this Section 5.4, (xA) if the Company determines in good faith that the availability of the Shelf Registration Statement for use would cause the Company to disclose material non-public information which disclosure (ix) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (iiy) would not be required to be made at such time but for the continued use of such registration statement and (iiiz) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar material transaction involving the Company or any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to suspend the use of such Shelf Registration Statement at such time, and (yB) the Company promptly furnishes to the Registration Party and each other Person participating in such Shelf Registration Statement a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to suspend the use of such Shelf Registration Statement, provided, that such suspension, together with any other suspension or deferral of its obligations under Section 5.2 or Section 5.4, shall not be effected for a period of more than ninety one hundred twenty (90120) days, in the aggregate, for all such suspensions or deferrals over any twelve-month period. The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(ii), it shall, as promptly as practicable following expiration of the applicable suspension period, update the suspended Shelf Registration Statement as may be necessary to permit the Selling Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. The minimum period of time during which the applicable Shelf Registration Statement must remain effective pursuant to Section 5.4(a) shall be extended by the number of days during the period from and including the date of delivery to the Selling Holders of the certificate contemplated by the first sentence of this Section 5.4(b)(ii) and ending on the date that the Company gives notice as provided herein that such suspension has ended.

Following Effectiveness. Following effectiveness of any Shelf Registration Statement pursuant to this Section 5.42.3, (x) if the Company Instinet determines in good faith that the availability of the Shelf Registration Statement for use would cause the Company Instinet to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the continued use of such registration statement and (iii) would be materially detrimental to the Company Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or Instinet and any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company Instinet to suspend the use of such Shelf Registration Statement at such time, and (y) the Company Instinet promptly furnishes to the Registration Party and each other Person Holders' Representatives of all participating in such Shelf Registration Statement Groups a certificate signed by the chief executive officer and the general counsel of the Company Instinet to that effect, then the Company Instinet shall have the right to suspend the use of such Shelf Registration Statement, provided, provided that (I) such suspension, together with any other suspension or deferral of its obligations under Section 5.2 2.1 or Section 5.42.3, shall not be effected for a period of more than ninety (90) 120 days, in the aggregate, for all such suspensions or deferrals over any twelve-month period, (II) if any Holder(s) of a participating Group provide written notice to Instinet objecting to the determination to suspend within five Business Days following notice to such Holder(s) of such determination, the determination of Instinet to suspend such filing or effectiveness shall be confirmed within 15 Business Days by the Blackout Committee or by the Board of Directors, if the Board meets within such time frame, or, if it is not so confirmed, such suspension, if still in effect, shall immediately terminate, and (III) the determination of Instinet to suspend the use of such filing shall be further confirmed by the Board of Directors at its next meeting (if such suspension is still in effect at the time of such meeting and the Board had not already acted upon such suspension), or, if it is not so confirmed, such suspension, if still in effect, shall immediately terminate. The Company Instinet shall promptly notify the Holders' Representatives of all participating Groups of the expiration of any period during which it exercised its rights under this Section 2.3(b)(ii). Instinet agrees that, in the event it exercises its rights under this Section 5.4(b)(ii2.3(b)(ii), it shall, as promptly as practicable following prior to the expiration of the applicable suspension period, update the suspended Shelf Registration Statement as may be necessary to permit the Selling Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. The minimum period of time during which the applicable Shelf Registration Statement must remain effective pursuant to Section 5.4(a2.3(a) shall be extended by the number of days during the period from and including the date of delivery to the Selling Holders Holders' Representatives of all participating Groups of the certificate contemplated by the first sentence of this Section 5.4(b)(ii2.3(b)(ii) and ending on the date that the Company Instinet gives notice as provided herein by the foregoing that such suspension has ended.

Following Effectiveness. Following effectiveness of any Shelf Registration Statement pursuant to this Section 5.44, if (x) if the Company Corporation determines in good faith that the availability of the Shelf Registration Statement for use would cause the Company Corporation to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the continued use of such registration statement statement, and (iii) would be materially detrimental to the Company Corporation or would materially interfere with any material financing, licensing arrangement, acquisition, corporate reorganization or merger or other similar transaction involving the Company or Corporation and any of its Subsidiaries and that, as a result of such potential disclosure or interference, (y) in the reasonable opinion of the Board, it is in the best interests of the Company Corporation to suspend the use of such Shelf Registration Statement at such time, and (yz) the Company Corporation promptly furnishes to the Registration Party Demand Eligible Holders or the Management Holders (as applicable) and each other Person Selling Holder participating in such Shelf Registration Statement a certificate signed by the chief executive officer of the Company Corporation to that effect, then the Company Corporation shall have the right to suspend the use of such Shelf Registration Statement, provided, that such suspension, together with any other suspension or deferral of its obligations under Section 5.2 2 or this Section 5.44, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such suspensions or deferrals over any twelve-month periodperiod unless the Holders holding at least 85% of the Registrable Securities approve such additional suspension. The Company Corporation agrees that, in the event it exercises its rights under this Section 5.4(b)(ii4(b)(ii), it shall, as promptly as practicable following expiration of the applicable suspension period, update the suspended Shelf Registration Statement as may be necessary to permit the Selling Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. The minimum period of time during which the applicable Shelf Registration Statement must remain effective pursuant to Section 5.4(a) shall be extended by the number of days during the period from and including the date of delivery to the Selling Holders of the certificate contemplated by the first sentence of this Section 5.4(b)(ii) and ending on the date that the Company gives notice as provided herein that such suspension has ended.

Following Effectiveness. Following effectiveness of any Shelf the Ameritrade Registration Statement pursuant to this Section 5.42.4, (x) if the Company Instinet determines reasonably and in good faith that the availability of the Shelf Ameritrade Registration Statement for use during a Designated Period would cause the Company Instinet to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would be materially detrimental to the Company Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or Instinet and any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company Instinet to suspend or postpone the use of such Shelf the Ameritrade Registration Statement at such time, and (y) the Company Instinet promptly furnishes to the Registration Party and each other Person participating in such Shelf Registration Statement Ameritrade a certificate signed by the chief executive officer and the general counsel of the Company Instinet to that effect, then the Company Instinet shall have the right to so suspend or postpone the use of the Ameritrade Registration Statement during a Designated Period, provided that (I) such Shelf Registration Statement, provided, that such suspensionsuspension or postponement, together with any other suspension suspension, deferral or deferral postponement of its obligations under this Section 5.2 or Section 5.42.4, shall not be effected for a period of more than ninety (90) 120 days, in the aggregate, for all such suspensions suspensions, deferrals or deferrals postponements over any twelve-month period, (II) if Ameritrade provides written notice to Instinet objecting to the determination to suspend or postpone within five Business Days following notice to Ameritrade of such determination, the determination of Instinet to suspend or postpone the use of the Ameritrade Registration Statement shall be confirmed within 15 Business Days of the suspension or postponement notice by the Blackout Committee or by the Board of Directors, if the Board meets within such time frame, or, if it is not so confirmed, such suspension or postponement, if still in effect, shall immediately terminate, and (III) the determination of Instinet to suspend or postpone the use of the Ameritrade Registration Statement shall be further confirmed by the Board of Directors at its next meeting (if such suspension or postponement is still in effect at the time of such meeting and the Board had not already acted upon such suspension or postponement), or, if it is not so confirmed, such suspension or postponement, if still in effect, shall immediately terminate. The Company Instinet shall promptly notify Ameritrade of the expiration of any period during which it exercised its rights under this Section 2.4(c). Instinet agrees that, in the event it exercises its rights under this Section 5.4(b)(ii2.4(c), it shall, as promptly as practicable following prior to the expiration of the applicable suspension or postponement period, update the suspended Shelf Ameritrade Registration Statement as may be necessary to permit the Selling Holders Ameritrade to resume use thereof in connection with the offer and sale of their Registrable Securities Hedge Shares in accordance with this Agreement and with applicable law. The minimum period If any Designated Period following effectiveness of time during which the applicable Shelf Ameritrade Registration Statement must remain effective pursuant to is suspended or postponed because of the exercise by Instinet of its rights under this Section 5.4(a) 2.4(c), then such Designated Period shall be extended by resume or commence immediately after the date that Instinet gives notice that such suspension or postponement has ended and shall last for the same number of days during the period from and including the date of delivery to the Selling Holders of the certificate contemplated by the first sentence of this Section 5.4(b)(ii) and ending on the date that the Company gives notice as provided herein that if such suspension has endedor postponement had not occurred.

Following Effectiveness. Following effectiveness of any Shelf Registration Statement pursuant to this Section 5.47.4, (x) if the Company determines in good faith that the availability of the Shelf Registration Statement for use would cause the Company to disclose material non-public information which disclosure (i) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the continued use of such registration statement and (iii) would be materially detrimental to the Company or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company or any of its Subsidiaries and that, as a result of such potential disclosure or interference, it is in the best interests of the Company to suspend the use of such Shelf Registration Statement at such time, and (y) the Company promptly furnishes to the Registration Party GEI and each other Person participating in such Shelf Registration Statement a certificate signed by the chief executive officer of the Company to that effect, then the Company shall have the right to suspend the use of such Shelf Registration Statement, provided, that such suspension, together with any other suspension or deferral of its obligations under Section 5.2 7.2 or Section 5.47.4, shall not be effected for a period of more than ninety (90) days, in the aggregate, for all such suspensions or deferrals over any twelve-month period. The Company agrees that, in the event it exercises its rights under this Section 5.4(b)(ii7.4(b)(ii), it shall, as promptly as practicable following expiration of the applicable suspension period, update the suspended Shelf Registration Statement as may be necessary to permit the Selling Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. The minimum period of time during which the applicable Shelf Registration Statement must remain effective pursuant to Section 5.4(a7.4(a) shall be extended by the number of days during the period from and including the date of delivery to GEI and the Selling Holders of the certificate contemplated by the first sentence of this Section 5.4(b)(ii7.4(b)(ii) and ending on the date that the Company gives notice as provided herein that such suspension has ended.