Common use of Delay in Filing Clause in Contracts

Delay in Filing. Notwithstanding the foregoing, if the Company furnishes to Investor a certificate signed by the chief executive officer or the chief financial officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) it would have a material adverse effect on the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, the Company shall have the right, upon giving prompt written notice of such action to Investor, to delay the filing for up to sixty (60) days or initial effectiveness (but not the preparation) of, or suspend use of, such registration statement. If the Company so delays the filing or the effectiveness of, or suspends the use of, a registration statement, Investor shall be entitled, within five (5) days after receipt of such written notice, to withdraw such registration request and, if such registration request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 2.1(c).