TAKE-TWO PROPOSAL 3: ADJOURNMENT OF THE TAKE-TWO SPECIAL MEETING
The Take-Two special meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the Take-Two special meeting to approve the Take-Two share issuance proposal or the Take-Two charter amendment proposal.
Take-Two is asking Take-Two stockholders to authorize the holder of any proxy solicited by the Take-Two board of directors to vote in favor of any adjournment of the Take-Two special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Take-Two share issuance proposal or the Take-Two charter amendment proposal.
The Take-Two board of directors unanimously recommends that Take-Two stockholders vote “FOR” the Take-Two adjournment proposal.
Assuming a quorum is present at the Take-Two special meeting, approval of the Take-Two adjournment proposal requires the affirmative vote of the holders of a majority of the Take-Two common stock having voting power present in person or represented by proxy at the Take-Two special meeting. Any shares not present or represented by proxy (including due to the failure of a Take-Two stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Take-Two special meeting to such bank, broker or other nominee) will have no effect on the outcome of the Take-Two adjournment proposal, provided that a quorum is otherwise present. An abstention or other failure of any shares present or represented by proxy to vote on the Take-Two share issuance proposal will have the same effect as a vote “AGAINST” the Take-Two adjournment proposal. In addition, if a Take-Two stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Take-Two adjournment proposal, it will have the same effect as a vote “AGAINST” the Take-Two adjournment proposal.
THE TAKE-TWO BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TAKE-TWO STOCKHOLDERS VOTE “FOR” THE TAKE-TWO ADJOURNMENT PROPOSAL
