Distribution Agreement
Category: 270 Legal Recent Posts, Distribution
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT, dated as of December 9, 2005 (this “Agreement”) is entered into by and among Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation (“dELiA*s”) and an indirect, wholly-owned subsidiary of Alloy. Terms with initial capital letters used herein without definition shall have the meanings given in Article I.
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ARTICLE III.
THE SPINOFF
SECTION 3.1. Spinoff Record Date and Distribution Date. Subject to the fulfillment of the conditions set forth in Section 9.1, the Board of Directors of Alloy shall, if they deem appropriate, in the manner provided for under applicable Law declare the Spinoff and establish the Spinoff Record Date and the Distribution Date and all appropriate procedures in connection with the Spinoff.
SECTION 3.2. Distribution Agent. Prior to or on the Distribution Date, Alloy shall enter into an agreement with the Distribution Agent providing for, among other things, the delivery of certificates evidencing the shares of dELiA*s Common Stock included in the Spinoff to the holders of Alloy Common Stock as of the Spinoff Record Date.
SECTION 3.3. Delivery of Certificates. Prior to the Distribution Date, Alloy shall deliver to the Distribution Agent, for the benefit of the holders of Alloy Common Stock as of the Spinoff Record Date, a stock certificate or certificates, representing all of the outstanding shares of dELiA*s Common Stock owned by Alloy as of the Distribution Date. After the Distribution Date, dELiA*s shall, upon request of the Distribution Agent, provide to the Distribution Agent all additional certificates representing shares of dELiA*s Common Stock that the Distribution Agent shall require to effect the Spinoff.
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