ZYNGA PROPOSAL 3: ADJOURNMENT OF THE ZYNGA SPECIAL MEETING
The Zynga special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Zynga merger proposal.
Zynga is asking Zynga stockholders to authorize the holder of any proxy solicited by the Zynga board of directors to vote in favor of any adjournment of the Zynga special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Zynga merger proposal.
Approval of the Zynga adjournment proposal is not a condition to the obligation of either Take-Two or Zynga to complete the combination.
The Zynga board of directors unanimously recommends that Zynga stockholders approve the proposal to adjourn the Zynga special meeting, if necessary or appropriate.
Assuming a quorum is present at the Zynga special meeting, approval of the Zynga adjournment proposal requires the affirmative vote of a majority of the voting power of the Zynga common stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a Zynga 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 Zynga special meeting to such bank, broker or other nominee) will have no effect on the outcome of the Zynga 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 Zynga adjournment proposal will have the same effect as a vote “AGAINST” the Zynga adjournment proposal. In addition, if a Zynga 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 Zynga adjournment proposal, it will have the same effect as a vote “AGAINST” the Zynga adjournment proposal.
THE ZYNGA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ZYNGA STOCKHOLDERS VOTE “FOR” THE ZYNGA ADJOURNMENT PROPOSAL
