Common use of Authorization, Validity and Effect Clause in Contracts

Authorization, Validity and Effect. (a) Premiere has the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and, subject to stockholder approval, to consummate the transactions contemplated hereby and thereby. Subject to stockholder approval, the execution and delivery of this Agreement and such other agreements and documents, and the consummation of the transactions contemplated herein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement has been duly and validly executed and delivered by Premiere and represents the legal, valid and binding obligation of Premiere, enforceable against it in accordance with its terms. (b) The Board of Directors of Premiere has duly approved the transactions contemplated by this Agreement, the Stock Purchase Agreement and the Shareholders' Agreement for the purposes of Section 203 of the DGCL such that the provisions of Section 203 of the DGCL will not apply to such transactions.