other person, (D) issuing equity securities beyond certain thresholds, (E) repurchasing our shares other than in certain open-market transactions, or (F) taking or failing to take any other action that would cause the spin-off to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes. Services agreement We will also enter into a services agreement. pursuant to which IAC and we currently expect that IAC will provide some combination of the following services. among others, to us following completion of this offering: assistance with certain legal, finance, internal audit, treasury, information technology support, insurance and tax affairs. including assistance with certain public company reporting obligations: payroll processing services; tax compliance services: and such other services as to which IAC and we may agree. 146 Table of Contents Under the services agreement, we will also provide IAC informational technology services and such other services as to which IAC and we may agree. The charges for these services will be on a cost plus fixed percentage or hourly rate basis to be agreed upon prior to the completion of this offering and subject to increase upon increases in the actual cost to the service provider. In general, the services to be provided under the services agreement will begin on the date of the completion of this offering and will continue for one year, which will automatically renew, subject to IAC's continued ownership of a majority of the combined voting power of our voting stock and any subsequent extension or truncation agreed to by us and IAC. We or IAC may terminate the agreement with respect to one or more particular services upon such notice as will be provided for in the services agreement. Employee mallets agreement The employee matters agreement will cover a wide range of compensation and benefit issues related to this offering. In general. under the employee matters agreement