S-8 OR ANY SUCCESSOR FORM
OR UNLESS THE UNDERWRITERS MANAGING ANY SUCH PUBLIC OFFERING OTHERWISE AGREE IN
WRITING.
(B)
IF THE HOLDERS NOTIFY TRONOX IN WRITING THAT
THEY INTEND TO EFFECT AN UNDERWRITTEN SALE OF SHARES REGISTERED PURSUANT TO A
SHELF REGISTRATION PURSUANT TO ARTICLE II HEREOF, TRONOX SHALL NOT EFFECT ANY
PUBLIC SALE OR DISTRIBUTION OF ITS EQUITY SECURITIES, OR ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ITS EQUITY SECURITIES,
DURING THE SEVEN DAYS PRIOR TO AND DURING THE 90-DAY PERIOD BEGINNING ON THE
DATE OF THE PROPOSED SALE, EXCEPT PURSUANT TO REGISTRATIONS ON FORM S-8 OR ANY
SUCCESSOR FORM OR UNLESS THE UNDERWRITERS MANAGING ANY SUCH PUBLIC OFFERING
OTHERWISE AGREE IN WRITING.
(C)
IF TRONOX COMPLETES AN UNDERWRITTEN
REGISTRATION WITH RESPECT TO ANY OF ITS SECURITIES (WHETHER OFFERED FOR SALE BY
TRONOX OR ANY OTHER PERSON) ON A FORM AND IN A MANNER THAT WOULD HAVE PERMITTED
REGISTRATION OF THE SHARES, IF NO HOLDER REQUESTED THE INCLUSION OF ANY SHARES
IN SUCH REGISTRATION, AND IF TRONOX GIVES EACH HOLDER AT LEAST 20 DAYS PRIOR
WRITTEN NOTICE OF THE APPROXIMATE DATE ON WHICH SUCH OFFERING IS EXPECTED TO BE
COMMENCED, THE HOLDERS SHALL NOT EFFECT ANY PUBLIC SALES OR DISTRIBUTIONS OF
EQUITY SECURITIES OF TRONOX, OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE
OR EXERCISABLE FOR SUCH SECURITIES, UNTIL THE TERMINATION OF THE HOLDBACK PERIOD
REQUIRED FROM TRONOX BY ANY UNDERWRITERS IN CONNECTION WITH SUCH PREVIOUS
REGISTRATION; PROVIDED THAT THE HOLDBACK PERIOD APPLICABLE TO THE HOLDERS SHALL
(I) IN NO EVENT BE LONGER THAN A PERIOD OF SEVEN DAYS BEFORE AND 90 DAYS AFTER
THE EFFECTIVE DATE OF SUCH REGISTRATION OR APPLY TO THE HOLDERS MORE THAN ONCE
IN ANY 12-MONTH PERIOD, (II) NOT APPLY TO ANY DISTRIBUTION UNDER THE MASTER
SEPARATION AGREEMENT, (III) NOT APPLY TO ANY SECURITIES OF TRONOX ACQUIRED ON
THE OPEN MARKET, (IV) NOT APPLY TO ANY HOLDER OWNING LESS THAN 10% OF TRONOX'S
OUTSTANDING VOTING SECURITIES AND (V) NOT APPLY UNLESS ALL DIRECTORS AND
OFFICERS OF TRONOX AND HOLDERS OF 10% OR MORE OF THE TRONOX'S OUTSTANDING VOTING
SECURITIES ARE BOUND BY THE SAME HOLDBACK RESTRICTIONS AS ARE INTENDED TO APPLY
TO THE HOLDERS.
ARTICLE V
PREPARATION; REASONABLE INVESTIGATION
SECTION 5.1.
PREPARATION; REASONABLE
INVESTIGATION.
IN CONNECTION WITH THE PREPARATION AND FILING OF EACH
REGISTRATION STATEMENT REGISTERING THE SHARES UNDER THE SECURITIES ACT AND EACH
10
SALE OF THE SHARES THEREUNDER, TRONOX WILL GIVE THE SELLING HOLDERS AND THE
UNDERWRITERS, IF ANY, AND THEIR RESPECTIVE COUNSEL AND ACCOUNTANTS, ACCESS TO
ITS FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF
TRONOX AND SUCH OPPORTUNITIES TO DISCUSS THE BUSINESS OF TRONOX WITH ITS
OFFICERS AND THE INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED ITS FINANCIAL
STATEMENTS AS SHALL BE NECESSARY, IN THE OPINION OF THE SELLING HOLDERS AND SUCH
UNDERWRITERS OR THEIR RESPECTIVE COUNSEL, TO CONDUCT A REASONABLE INVESTIGATION
WITHIN THE MEANING OF THE SECURITIES ACT.
ARTICLE VI
INDEMNIFICATION AND CONTRIBUTION
SECTION 6.1.
INDEMNIFICATION OF SELLING
HOLDERS.
IN THE EVENT OF ANY REGISTRATION OF