ANY OTHER MANNER, ANY BUSINESS OF
ANOTHER PERSON;
(C)
SELL, ASSIGN, LICENSE, TRANSFER, CONVEY,
LEASE, ENCUMBER OR SUBJECT TO ANY LIEN (OTHER THAN A PERMITTED LIEN OR ANY LIEN
THAT WILL BE RELEASED AT OR PRIOR TO THE CLOSING) OR OTHERWISE DISPOSE OF
ACQUIRED ASSETS (INCLUDING THE TIWEST JOINT VENTURE INTERESTS) OR THE TARGET
COMPANIES' ASSETS HAVING A FAIR MARKET VALUE IN EXCESS OF $50,000 INDIVIDUALLY
OR $250,000 IN THE AGGREGATE, OTHER THAN SALES OF INVENTORY IN THE ORDINARY
COURSE OF BUSINESS;
(D)
OTHER THAN IN ACCORDANCE WITH
SECTION 5(J) HEREOF AND RELATED SOLELY TO THE ACQUIRED BUSINESS, (1) ENTER INTO,
ASSUME OR REJECT OR AMEND, RESTATE,
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SUPPLEMENT, MODIFY, WAIVE OR TERMINATE ANY MATERIAL CONTRACT, MATERIAL PERMIT OR
UNEXPIRED LEASE, (2) ENTER INTO ANY SETTLEMENT OF ANY DEMAND, DISPUTE, SUIT,
CAUSE OF ACTION, CLAIM OR PROCEEDING RELATING TO A MATERIAL CONTRACT OR
(3) ENTER INTO ANY CONTRACT THAT WOULD NOT BE A MATERIAL CONTRACT THAT (A) IS
OUTSIDE THE ORDINARY COURSE OF BUSINESS, (B) DELAYS OR IS REASONABLY EXPECTED TO
DELAY THE CLOSING, OR (C) SUBJECTS ANY SELLER OR ANY TARGET COMPANY, INCLUDING,
IN THE CASE OF TRONOX AUSTRALIA, THE TIWEST JOINT VENTURE INTERESTS, TO ANY
MATERIAL NON-COMPETE OR OTHER SIMILAR MATERIAL RESTRICTION ON THE CONDUCT OF THE
ACQUIRED BUSINESS THAT WOULD BE BINDING FOLLOWING THE CLOSING;
(E)
WITH RESPECT TO COVERED EMPLOYEES, EXCEPT AS
MAY BE REQUIRED BY APPLICABLE LAWS OR ANY EMPLOYEE BENEFIT PLAN, (1) GRANT ANY
INCREASE OR ACCELERATION IN COMPENSATION OR BENEFITS, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS; (2) GRANT ANY INCREASE IN SEVERANCE OR TERMINATION PAY
(INCLUDING THE ACCELERATION IN THE EXERCISABILITY OF ANY OPTIONS OR IN THE
VESTING OF SHARES OF COMMON STOCK (OR OTHER PROPERTY)), EXCEPT IN THE ORDINARY
COURSE OF BUSINESS; (3) ENTER INTO ANY EMPLOYMENT, DEFERRED COMPENSATION,
SEVERANCE OR TERMINATION AGREEMENT WITH OR FOR THE BENEFIT OF ANY SUCH COVERED
EMPLOYEE WHO IS A MANAGEMENT-LEVEL EMPLOYEE OR ANYONE WHO UPON HIRE, WOULD
BECOME ANY SUCH COVERED EMPLOYEE; OR (4) TERMINATE THE EMPLOYMENT OF ANY COVERED
EMPLOYEE EXCEPT DUE TO CAUSE, DEATH, DISABILITY OR AS OTHERWISE DETERMINED IN
THE REASONABLE DISCRETION OF SELLERS EXERCISING THEIR BUSINESS JUDGMENT, AS
CONSISTENT WITH THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT SELLERS SHALL
INFORM BUYERS OF ANY PROPOSED TERMINATION OF MANAGEMENT-LEVEL EMPLOYEES IN
WRITING AT LEAST TWO BUSINESS DAYS BEFORE THE TERMINATION BECOMES EFFECTIVE AND
SHALL PROMPTLY INFORM BUYERS OF ANY TERMINATION OF ANY OTHER COVERED EMPLOYEE
PROMPTLY AFTER THE TERMINATION BECOMES EFFECTIVE;
(F)
ENGAGE IN ANY ACTIVITY WITH THE EXPRESS
PURPOSE OF ACCELERATING THE COLLECTION OF ACCOUNTS RECEIVABLE OR DELAYING THE
PAYMENT OF ACCOUNTS PAYABLE RELATING TO THE ACQUIRED BUSINESS THAT, IN EACH
CASE, IS OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(G)
(1) AUTHORIZE OR AGREE TO ANY CHANGES IN OR
TO THE CURRENT APPROVED BUDGET OR BUSINESS PLAN OF THE TIWEST JOINT VENTURE,
(2) ENCOURAGE OR RECOMMEND ANY CHANGES TO THE CURRENT APPROVED BUDGET OR
BUSINESS PLAN OF THE TIWEST JOINT VENTURE TO THE TIWEST JOINT VENTURE
PARTICIPANTS, AND (3) ACT