ITEM 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing

On March 10, 2009, the registrant received notice from Nasdaq that it no longer complies with Nasdaq Marketplace Rule 4350(d)(2), which requires IAC to have an audit committee composed of at least three "independent directors" (as defined in Nasdaq Marketplace Rule 4200(a)(15)). Following the resignation of Steven Rattner from IAC's Board of Directors on February 23, 2009, IAC was left with only two independent directors serving on its audit committee. The registrant will fill the vacancy on the audit committee as expeditiously as possible.

In the meantime, the registrant will rely on the cure period set forth in Nasdaq Marketplace Rule 4350(d)(4). This cure period will run through the earlier of IAC's next annual meeting of shareholders or February 23, 2010 or, if IAC's next annual meeting of shareholders is held before August 24, 2009, through August 24, 2009.

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