HOLDER AND THE PERMITTED TRANSFEREES SO DESIGNATED AND SHALL
INCLUDE AN UNDERTAKING BY THE PERMITTED TRANSFEREES TO COMPLY WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT APPLICABLE TO HOLDERS.
3
SECTION 2.6.
SHELF REGISTRATION; CONVERTIBLE
REGISTRATION; EXCHANGE REGISTRATION; DISTRIBUTION.
WITH RESPECT TO ANY DEMAND
REGISTRATION, THE REQUESTING HOLDERS MAY REQUEST TRONOX TO EFFECT A REGISTRATION
OF THE SHARES (A) UNDER A REGISTRATION STATEMENT PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR RULE) (A "SHELF REGISTRATION"); (B) IN
CONNECTION WITH SUCH HOLDERS' REGISTRATION UNDER THE SECURITIES ACT OF
SECURITIES (THE "CONVERTIBLE SECURITIES") CONVERTIBLE INTO, EXERCISABLE FOR OR
OTHERWISE RELATED TO THE SHARES (A "CONVERTIBLE REGISTRATION"); (C) IN
CONNECTION WITH SUCH HOLDERS' DISTRIBUTION OF, OR EXCHANGE OF OR OFFER TO
EXCHANGE THE SHARES FOR, ANY DEBT OR EQUITY SECURITIES OF SUCH HOLDERS, A
SUBSIDIARY OR AFFILIATE THEREOF OR ANY OTHER PERSON (AN "EXCHANGE
REGISTRATION"); OR (D) IN THE FORM OF A DISTRIBUTION AS DEFINED IN THE MASTER
SEPARATION AGREEMENT.
SECTION 2.7.
COMMISSION FORM.
TRONOX SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE A DEMAND REGISTRATION TO BE
REGISTERED ON FORM S-3 (OR ANY SUCCESSOR FORM), AND IF TRONOX IS NOT THEN
ELIGIBLE UNDER THE SECURITIES ACT TO USE FORM S-3, A DEMAND REGISTRATION SHALL
BE REGISTERED ON FORM S-1 (OR ANY SUCCESSOR FORM).
IF A DEMAND REGISTRATION IS
A CONVERTIBLE REGISTRATION OR AN EXCHANGE REGISTRATION, TRONOX SHALL EFFECT SUCH
REGISTRATION ON THE APPROPRIATE FORM UNDER THE SECURITIES ACT FOR SUCH
REGISTRATIONS.
TRONOX SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO BECOME
ELIGIBLE TO USE FORM S-3 AND, AFTER BECOMING ELIGIBLE TO USE FORM S-3, SHALL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO REMAIN SO ELIGIBLE.
ALL SUCH
REGISTRATION STATEMENTS SHALL COMPLY WITH APPLICABLE REQUIREMENTS OF THE
SECURITIES ACT AND THE COMMISSION'S RULES AND REGULATIONS THEREUNDER, AND,
TOGETHER WITH EACH PROSPECTUS INCLUDED, FILED OR OTHERWISE FURNISHED BY TRONOX
IN CONNECTION THEREWITH, SHALL NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING.
TRONOX SHALL TIMELY FILE ALL
REPORTS ON FORMS 10-K, 10-Q AND 8-K (OR ANY SUCCESSOR FORMS), AND ALL MATERIAL
REQUIRED TO BE FILED, PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"), TO THE EXTENT THAT SUCH FILING SHALL BE A
CONDITION TO INITIAL FILING OR CONTINUED USE OR EFFECTIVENESS OF ANY DEMAND
REGISTRATION.
SECTION 2.8.
OTHER REGISTRATION RIGHTS.
TRONOX SHALL NOT GRANT TO ANY PERSONS THE RIGHT TO REQUEST TRONOX TO REGISTER
ANY EQUITY SECURITIES OF TRONOX, OR ANY SECURITIES CONVERTIBLE OR EXCHANGEABLE
INTO OR EXERCISABLE FOR SUCH SECURITIES, WHETHER PURSUANT TO "DEMAND,"
"PIGGYBACK," OR OTHER RIGHTS, UNLESS SUCH RIGHTS ARE SUBJECT AND SUBORDINATE TO
THE RIGHTS OF THE HOLDERS UNDER THIS AGREEMENT.
SECTION 2.9.
WITHDRAWAL.
THE HOLDERS MAY
WITHDRAW A DEMAND REGISTRATION AT ANY TIME AND UNDER ANY CIRCUMSTANCES.
ARTICLE III
PIGGYBACK REGISTRATIONS
SECTION 3.1.
NOTICE AND REGISTRATION.
(A) IF
TRONOX PROPOSES TO REGISTER ANY OF ITS SECURITIES FOR PUBLIC SALE UNDER THE
SECURITIES