INTERESTS OF TAKE-TWO DIRECTORS AND EXECUTIVE OFFICERS IN THE COMBINATION
Other than with respect to continued service for, employment by and the right to continued indemnification by the combined company, as of the date of this joint proxy statement/prospectus, Take-Two directors and executive officers do not have interests in the combination that are different from, or in addition to, the interests of other Take-Two stockholders generally. The Take-Two board of directors was aware of and considered these factors, among other matters, in reaching its determination that the terms of the merger agreement and the combination are fair to and in the best interests of Take-Two and its stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby, including the combination, share issuance, and Take-Two charter amendment, and recommending that Take-Two stockholders approve the Take-Two share proposal issuance and Take-Two charter amendment proposal. See “The Combination—Background of the Combination” and “The Combination—Take-Two’s Reasons for the Combination and Recommendation of the Take-Two Board of Directors.”
Following the consummation of the combination, all eight of the current members of the Take-Two board of directors are expected to continue as members of the board of directors of the combined company. Strauss Zelnick, Take-Two’s Chief Executive Officer and Chairman of the Board of Directors, will serve as Chairman of the Board of Directors of the combined company. In addition, Take-Two’s executive officers are expected to continue to serve as the executive officers of the combined company.
