ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION STATEMENT, OR OF ANY ORDER
SUSPENDING OR PREVENTING THE USE OF ANY RELATED PROSPECTUS OR SUSPENDING THE
QUALIFICATION OF ANY SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT FOR SALE
IN ANY JURISDICTION, TRONOX SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
PROMPTLY TO OBTAIN THE WITHDRAWAL OF SUCH ORDER; AND
(XII)
USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE SHARES COVERED BY SUCH REGISTRATION STATEMENT TO BE REGISTERED WITH OR
APPROVED BY SUCH OTHER GOVERNMENT AGENCIES OR AUTHORITIES AS MAY BE NECESSARY TO
ENABLE THE SELLERS THEREOF TO CONSUMMATE THE DISPOSITION OF SUCH SHARES.
(B)
TRONOX MAY REQUIRE THE SELLING HOLDERS TO
FURNISH TRONOX WITH SUCH INFORMATION REGARDING THE SELLING HOLDERS AND THE
DISTRIBUTION OF THE SHARES AS TRONOX MAY FROM TIME TO TIME REASONABLY REQUEST IN
WRITING AND AS SHALL BE REQUIRED BY LAW, THE COMMISSION OR ANY SECURITIES
EXCHANGE ON WHICH ANY SHARES OF COMMON STOCK ARE THEN LISTED FOR TRADING IN
CONNECTION WITH ANY REGISTRATION.
SECTION 4.2.
UNDERWRITING.
IF REQUESTED BY
THE UNDERWRITERS FOR ANY UNDERWRITTEN OFFERING IN CONNECTION WITH A REGISTRATION
REQUESTED HEREUNDER (INCLUDING ANY REGISTRATION UNDER SECTION 3 WHICH INVOLVES,
IN WHOLE OR IN PART, AN UNDERWRITTEN OFFERING), TRONOX WILL ENTER INTO
8
AN UNDERWRITING AGREEMENT WITH SUCH UNDERWRITERS FOR SUCH OFFERING, SUCH
AGREEMENT TO CONTAIN SUCH REPRESENTATIONS AND WARRANTIES BY TRONOX AND SUCH
OTHER TERMS AND PROVISIONS AS ARE CUSTOMARILY CONTAINED IN UNDERWRITING
AGREEMENTS WITH RESPECT TO THAT OFFERING, INCLUDING, WITHOUT LIMITATION,
INDEMNITIES AND CONTRIBUTION TO THE EFFECT AND TO THE EXTENT PROVIDED IN
ARTICLE VI AND THE PROVISION OF OPINIONS OF COUNSEL AND ACCOUNTANTS' LETTERS TO
THE EFFECT AND TO THE EXTENT PROVIDED IN SECTION 4.1(A)(VII).
TRONOX MAY
REQUIRE THAT THE SHARES REQUESTED TO BE REGISTERED PURSUANT TO ARTICLE III BE
INCLUDED IN SUCH UNDERWRITING ON THE SAME TERMS AND CONDITIONS AS SHALL BE
APPLICABLE TO THE OTHER SECURITIES BEING SOLD THROUGH UNDERWRITERS UNDER SUCH
REGISTRATION; PROVIDED, HOWEVER, THAT NO SELLING HOLDER SHALL BE REQUIRED TO
MAKE ANY REPRESENTATIONS OR WARRANTIES TO TRONOX OR THE UNDERWRITERS (OTHER THAN
REPRESENTATIONS AND WARRANTIES REGARDING SUCH HOLDER AND SUCH HOLDER'S INTENDED
METHOD OF DISTRIBUTION) OR TO UNDERTAKE ANY INDEMNIFICATION OBLIGATIONS TO
TRONOX OR THE UNDERWRITERS WITH RESPECT THERETO, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 6.2 HEREOF.
THE SELLING HOLDERS SHALL BE PARTIES TO ANY SUCH
UNDERWRITING AGREEMENT, AND THE REPRESENTATIONS AND WARRANTIES BY, AND THE OTHER
AGREEMENTS ON THE PART OF, TRONOX TO AND FOR THE BENEFIT OF SUCH UNDERWRITERS
SHALL ALSO BE MADE TO AND FOR THE BENEFIT OF SUCH SELLING HOLDERS.
SECTION 4.3.
BLACKOUT PERIODS FOR SHELF
REGISTRATIONS. (A) AT ANY TIME WHEN A SHELF REGISTRATION EFFECTED PURSUANT TO
ARTICLE II RELATING TO THE SHARES IS EFFECTIVE, UPON WRITTEN NOTICE FROM TRONOX
TO THE SELLING HOLDERS THAT TRONOX DETERMINES IN THE GOOD FAITH JUDGMENT OF THE
GENERAL COUNSEL OF TRONOX, TO BE CONFIRMED WITHIN 15 DAYS BY THE BOARD, THAT
(I) THE SELLING HOLDERS' SALE OF THE SHARES PURSUANT TO THE SHELF REGISTRATION
WOULD REQUIRE DISCLOSURE OF MATERIAL