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EFTA01377991

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seeking cash dividends should not purchase our common stock. Provisions in our certificate of incorporation and bylaws or Delaware law may discourage, delay or prevent a change of control of our company or changes In our management and, therefore, depress the trading price of our common stock. Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could discourage, delay or prevent a change in control of our company or changes In our management that the stockholders of our company may deem advantageous, including provisions which: authorize the issuance of 'blank check" preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt; 37 Table of Contents limit the ability of our stockholders to call special meetings of stockholders; provide that certain litigation against us can only be brought in Delaware; and provide that the board of directors is expressly authorized to make, alter or repeal our bylaws. Any provision of our certificate of incorporation, our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock. 38 Table of Contents About this prospectus Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "we." "our," "us," "Match Group," "the Company," and "our company" refer to Match Group, Inc. and its combined subsidiaries. In this prospectus. references to "North America" refer to the United States and Canada: references to "Western Europe" refer to Austria. Belgium, Denmark. Finland. France. Germany. Ireland. Italy. Luxembourg. Netherlands. Norway. Portugal. Spain. Sweden. Switzerland and the United Kingdom; references to "other selected countries" refer to Argent

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