Common use of The Spinoff Clause in Contracts

The Spinoff. Subject to the terms and conditions hereof, Alloy shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Distribution Date, to each holder of record of Alloy Common Stock as of the Record Date a number of shares of ▇▇▇▇▇*s Common Stock equal to the result obtained by multiplying the Distribution Ratio by the number of shares of Alloy Common Stock held by such holder as of the Record Date. Such distribution shall be effected by the mailing of stock certificates to such holders or, if practicable, by book-entry transfer. All of the shares of ▇▇▇▇▇*s Common Stock issued in the Spinoff shall have been duly authorized and shall be fully paid and nonassessable.