A1 Stockholder Approval. Subject to the exercise of fiduciary obligations under applicable law as advised by outside counsel, A1 shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (the "A1 Stockholders' Meeting") for the purpose of voting on the adoption of this Agreement (the "A1 Stockholders' Approval"). Subject to the exercise of fiduciary obligations under applicable law as advised by outside counsel, A1 shall, through its Board of Directors, include in the Proxy Statement the recommendation of the Board of Directors of A1 that the stockholders of A1 adopt this Agreement and shall use its best efforts to obtain such adoption.
