ACT (WHETHER PROPOSED TO BE OFFERED FOR SALE BY TRONOX OR ANY OTHER
PERSON), ON A FORM AND IN A MANNER THAT WOULD PERMIT REGISTRATION OF THE SHARES
FOR SALE TO THE PUBLIC UNDER THE SECURITIES ACT (A "PIGGYBACK REGISTRATION"), IT
WILL GIVE PROMPT WRITTEN NOTICE TO THE HOLDERS OF ITS INTENTION TO DO SO, AND
UPON THE WRITTEN REQUEST OF ANY OR ALL OF THE HOLDERS DELIVERED TO TRONOX WITHIN
20 DAYS AFTER THE GIVING OF ANY SUCH NOTICE
4
(WHICH REQUEST SHALL SPECIFY THE SHARES INTENDED TO BE DISPOSED OF BY SUCH
HOLDERS), TRONOX WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO EFFECT, IN
CONNECTION WITH THE REGISTRATION OF SUCH OTHER SECURITIES, THE REGISTRATION
UNDER THE SECURITIES ACT OF ALL OF THE SHARES THAT TRONOX HAS BEEN SO REQUESTED
TO REGISTER BY SUCH HOLDERS (WHICH SHALL THEN BECOME SELLING HOLDERS), TO THE
EXTENT REQUIRED TO PERMIT THE DISPOSITION (IN ACCORDANCE WITH THE SAME METHOD OF
DISPOSITION AS TRONOX PROPOSES TO USE TO DISPOSE OF THE OTHER SECURITIES) OF THE
SHARES TO BE SO REGISTERED; PROVIDED, HOWEVER, THAT:
(I)
IF, AT ANY TIME AFTER GIVING SUCH
WRITTEN NOTICE OF ITS INTENTION TO REGISTER ANY OF ITS OTHER SECURITIES AND
PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT FILED IN CONNECTION
WITH SUCH REGISTRATION, TRONOX SHALL DETERMINE FOR ANY REASON NOT TO REGISTER
SUCH OTHER SECURITIES, TRONOX MAY, AT ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH
DETERMINATION TO THE SELLING HOLDERS (OR, IF PRIOR TO DELIVERY OF THE HOLDERS'
WRITTEN REQUEST DESCRIBED ABOVE IN THIS SECTION 3.1, THE HOLDERS) AND THEREUPON
TRONOX SHALL BE RELIEVED OF ITS OBLIGATION TO REGISTER SUCH SHARES IN CONNECTION
WITH THE REGISTRATION OF SUCH OTHER SECURITIES (BUT NOT FROM ITS OBLIGATION TO
PAY REGISTRATION EXPENSES TO THE EXTENT INCURRED IN CONNECTION THEREWITH AS
PROVIDED IN SECTION 3.3), WITHOUT PREJUDICE, HOWEVER, TO THE RIGHTS (IF ANY) OF
ANY SELLING HOLDERS IMMEDIATELY TO REQUEST (SUBJECT TO THE TERMS AND CONDITIONS
OF SECTION 2) THAT SUCH REGISTRATION BE EFFECTED AS A REGISTRATION UNDER
SECTION 2 OR TO INCLUDE SUCH SHARES IN ANY SUBSEQUENT PIGGYBACK REGISTRATION
PURSUANT TO THIS SECTION 3;
(II)
TRONOX SHALL NOT BE REQUIRED TO EFFECT ANY
REGISTRATION OF THE SHARES UNDER THIS SECTION 3 INCIDENTAL TO THE REGISTRATION
OF ANY OF ITS SECURITIES IN CONNECTION WITH MERGERS, ACQUISITIONS, EXCHANGE
OFFERS, SUBSCRIPTION OFFERS, DIVIDEND REINVESTMENT PLANS OR STOCK OPTION OR
OTHER EMPLOYEE BENEFIT PLANS OF TRONOX; AND
(III)
IF A PIGGYBACK REGISTRATION IS AN
UNDERWRITTEN REGISTRATION ON BEHALF OF TRONOX (WHETHER OR NOT SELLING SECURITY
HOLDERS ARE INCLUDED THEREIN) AND THE MANAGING UNDERWRITERS ADVISE TRONOX IN
WRITING THAT IN THEIR OPINION THE NUMBER OF SECURITIES REQUESTED TO BE INCLUDED
IN SUCH REGISTRATION EXCEEDS THE NUMBER WHICH CAN BE SOLD IN SUCH OFFERING
WITHOUT MATERIALLY ADVERSELY AFFECTING THE MARKETABILITY OF THE OFFERING OR THE
MARKET FOR THE COMMON STOCK (THE "PIGGYBACK MAXIMUM NUMBER"), TRONOX SHALL
INCLUDE THE FOLLOWING SECURITIES IN SUCH REGISTRATION UP TO THE PIGGYBACK
MAXIMUM NUMBER AND IN ACCORDANCE WITH THE FOLLOWING PRIORITIES: (I)