Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. (a) All organizational action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale, and delivery of the Shares being sold hereunder has been taken, and this Agreement, the Registration Rights Agreement and the Registration Rights Agreement to be entered into at Closing, when executed and delivered, assuming due authorization, execution and delivery by Summit, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally (the “Enforceability Exceptions”). The sale of the Shares is not subject to any preemptive rights or rights of first offer. (b) No provision of the Organizational Documents would, directly or indirectly, restrict or impair the ability of the Investors to vote, or otherwise to exercise the rights of a shareholder with respect to, the Shares or any other shares of the Company that may be acquired or controlled by the Investors.

Authorization; Enforceable Agreement. (a) All organizational action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale, and delivery of the Shares being sold hereunder has been taken, and this Agreement, the Registration Rights Agreement and the Registration Rights Agreement to be entered into at Closing, when executed and delivered, assuming due authorization, execution and delivery by Summitthe Investors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally (the “Enforceability Exceptions”). The sale of the Shares is not subject to any preemptive rights or rights of first offer. (b) No provision of the Organizational Documents would, directly or indirectly, restrict or impair the ability of the Investors to vote, or otherwise to exercise the rights of a shareholder with respect to, the Shares or any other shares of the Company that may be acquired or controlled by the Investors.

Authorization; Enforceable Agreement. (a) All organizational action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale, and delivery of the Shares being sold hereunder has been taken, and this Agreement, the Registration Rights Agreement and the Registration Rights Agreement Amendment to be entered into at Closing, when executed and delivered, assuming due authorization, execution and delivery by Summitthe Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally (the “Enforceability Exceptions”). The sale of the Shares is not subject to any preemptive rights or rights of first offer. (b) No provision of the Organizational Documents would, directly or indirectly, restrict or impair the ability of the Investors Investor to vote, or otherwise to exercise the rights of a shareholder with respect to, the Shares or any other shares of the Company that may be acquired or controlled by the InvestorsInvestor.

Authorization; Enforceable Agreement. (a) All organizational action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement, the performance of all obligations of the Company hereunderhereunder and thereunder, and the authorization, issuance, sale, issuance and delivery of the Shares being sold issued hereunder has been taken, and this Agreement, the Registration Rights Agreement and the Registration Rights Agreement to be entered into at ClosingAgreement, when executed and delivered, assuming due authorization, execution and delivery by Summitthe Investor, constitutes and will constitute a valid and legally binding obligations obligation of the Company, enforceable in accordance with their respective its terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally (the “Enforceability Exceptions”). The sale issuance of the Shares is not subject to any preemptive rights or rights, rights of first offeroffer or similar rights. (b) No provision of the Organizational Documents would, directly or indirectly, restrict or impair the ability of the Investors Investor to vote, or otherwise to exercise the rights of a shareholder with respect to, the Shares or any other shares of the Company that may be acquired or controlled by the InvestorsInvestor.