Common use of Prohibited Assignment Clause in Contracts

Prohibited Assignment. Neither party shall assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the other party’s prior written approval and any attempt to do so will be null and void. For purposes of this section, an assignment will be deemed to include, without limitation, any transaction in which another party or parties acquire the direct or indirect power to direct the management and policies of IAC or Google (“Controlling Interest”), whether by way of merger, consolidation, change of control, sale of all or substantially all of IAC’s or Google’s securities or assets, contract, management agreement or otherwise. [***]