TO DIRECTLY OR INDIRECTLY, SOLICIT, FACILITATE OR ENCOURAGE
SUBMISSION OF ANY INQUIRIES, PROPOSALS OR OFFERS BY, RESPOND TO ANY UNSOLICITED
INQUIRIES, PROPOSALS OR OFFERS SUBMITTED BY, OR ENTER INTO ANY DISCUSSIONS OR
NEGOTIATIONS REGARDING A COMPETING TRANSACTION WITH ANY PERSON (OTHER THAN
BUYERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS OR REPRESENTATIVES) WITH
RESPECT TO (A) ANY SALE OR OTHER DISPOSITION OF ALL OR ANY PORTION OF THE
ACQUIRED BUSINESS, THE EQUITY SECURITIES OF SELLERS, TARGET COMPANIES, TIWEST
(INCLUDING FOR PURPOSES OF THIS SECTION 5(C)(V), THE TIWEST JOINT VENTURE), THE
ACQUIRED ASSETS OR ANY SIMILAR TRANSACTION WITH RESPECT TO THE ACQUIRED
BUSINESS, SELLERS, THE TARGET COMPANIES, TIWEST OR THE ACQUIRED ASSETS OR
(B) ANY RESTRUCTURING
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TRANSACTION (SUCH TRANSACTIONS DESCRIBED IN CLAUSE (A) OR (B) BUT EXCLUDING ANY
TRANSACTIONS WITH BUYERS BEING REFERRED TO AS AN "ACQUISITION TRANSACTION"); OR
PROVIDE ANY INFORMATION OR DATA TO, OR HAVE ANY DISCUSSIONS WITH ANY PERSON
RELATING TO, OR THAT COULD REASONABLY BE EXPECTED TO LEAD TO OR RESULT IN, ANY
ACQUISITION TRANSACTION; OR OTHERWISE FACILITATE ANY EFFORT OR ATTEMPT TO MAKE
OR IMPLEMENT ANY ACQUISITION TRANSACTION; OR APPROVE, RECOMMEND, PROPOSE
PUBLICLY TO APPROVE OR RECOMMEND OR ENTER INTO ANY AGREEMENT OR UNDERSTANDING
WITH ANY OTHER PERSON THAT CONTEMPLATES OR RELATES TO ANY ACQUISITION
TRANSACTION.
SELLERS SHALL NOT, AND SHALL NOT AUTHORIZE ANY TARGET COMPANY TO,
EXECUTE ANY DEFINITIVE DOCUMENTS RELATING TO ANY ACQUISITION TRANSACTION DURING
THE NON-SOLICITATION PERIOD; PROVIDED, HOWEVER, THAT NOTHING IN THIS
SECTION 5(C)(V) SHALL PROHIBIT SELLERS DURING THE PORTION OF THE
NON-SOLICITATION PERIOD PRECEDING THE ENTRY OF THE SALE ORDER FROM RESPONDING TO
ANY UNSOLICITED INQUIRIES FROM OR ENGAGING IN DISCUSSIONS WITH THE OFFICIAL
COMMITTEES APPOINTED IN THE CHAPTER 11 CASES OR ENGAGING IN DISCUSSIONS WITH ANY
THIRD PARTIES IN CONSULTATION WITH SUCH OFFICIAL COMMITTEES, WITH RESPECT TO
SUCH RESTRUCTURING TRANSACTION TO THE EXTENT TRONOX INCORPORATED DETERMINES, IN
GOOD FAITH, THAT SUCH ACTION IS REQUIRED BY THE TRONOX INCORPORATED BOARD OF
DIRECTORS' FIDUCIARY DUTIES TO TRONOX INCORPORATED'S STAKEHOLDERS.
SELLERS
SHALL NOTIFY BUYERS PROMPTLY, BUT IN ANY EVENT WITHIN TWENTY-FOUR HOURS AFTER
RECEIPT, OF THE RECEIPT OF ANY INQUIRIES, PROPOSALS OR OFFERS RELATED TO ANY
ACQUISITION TRANSACTION TOGETHER WITH TRUE AND COMPLETE COPIES OF ALL DOCUMENTS
RELATED THERETO.
(VI)
BANKRUPTCY COURT APPROVAL.
(A)
SELLERS SHALL USE THEIR REASONABLE BEST EFFORTS
TO OBTAIN ENTRY BY THE BANKRUPTCY COURT OF THE SALE ORDER NO LATER THAN
ONE-HUNDRED AND FIVE DAYS AFTER THE DATE OF THIS AGREEMENT.
(B)
SELLERS SHALL CONSULT WITH BUYERS AND THEIR
RESPECTIVE REPRESENTATIVES CONCERNING THE BIDDING PROCEDURES ORDER, THE SALE
ORDER AND ANY OTHER ORDERS OF THE BANKRUPTCY COURT AND BANKRUPTCY PROCEEDINGS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND PROVIDE
BUYERS WITH COPIES OF APPLICATIONS, PLEADINGS, NOTICES, PROPOSED ORDERS AND
OTHER DOCUMENTS RELATING TO SUCH PROCEEDINGS AS SOON AS REASONABLY PRACTICABLE
PRIOR TO ANY SUBMISSION THEREOF TO THE BANKRUPTCY COURT.
SELLERS FURTHER
COVENANT AND AGREE THAT, AFTER THE ENTRY OF THE SALE ORDER THE TERMS OF ANY
REORGANIZATION OR LIQUIDATION PLAN THEY SUBMIT TO THE BANKRUPTCY