TRONOX WITHIN 15 DAYS AFTER RECEIPT OF TRONOX'S WRITTEN NOTICE OF
THE PROPOSED REGISTRATION) FOR DISPOSITION IN ACCORDANCE WITH THE INTENDED
METHOD OR METHODS OF DISPOSITION STATED IN SUCH REQUEST (EACH REGISTRATION
REQUEST PURSUANT TO THIS SECTION 2.1 IS REFERRED TO AS HEREIN AS A "DEMAND
REGISTRATION"); PROVIDED, HOWEVER, THAT:
(I)
TRONOX SHALL NOT BE OBLIGATED TO EFFECT
REGISTRATION WITH RESPECT TO SHARES PURSUANT TO THIS SECTION 2 WITHIN 90 DAYS
AFTER THE EFFECTIVE DATE OF A PREVIOUS REGISTRATION, OTHER THAN A SHELF
REGISTRATION, EFFECTED WITH RESPECT TO CLASS B COMMON STOCK PURSUANT TO THIS
SECTION 2;
(II)
IF AT THE TIME A DEMAND REGISTRATION IS
REQUESTED PURSUANT TO THIS SECTION 2, TRONOX DETERMINES IN THE GOOD FAITH
JUDGMENT OF THE GENERAL COUNSEL OF TRONOX, TO BE CONFIRMED WITHIN 15 DAYS BY THE
TRONOX'S BOARD OF DIRECTORS (THE "BOARD"), THAT SUCH REGISTRATION WOULD
REASONABLY BE EXPECTED TO REQUIRE THE DISCLOSURE OF MATERIAL INFORMATION THAT
TRONOX HAS A BONA FIDE BUSINESS PURPOSE TO KEEP CONFIDENTIAL AND THE DISCLOSURE
OF WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON ANY ACTIVE PROPOSAL BY TRONOX
OR ANY OF ITS SUBSIDIARIES TO ENGAGE IN ANY MATERIAL ACQUISITION, MERGER,
CONSOLIDATION, TENDER OFFER, OTHER BUSINESS COMBINATION, REORGANIZATION,
SECURITIES OFFERING OR OTHER MATERIAL TRANSACTION, TRONOX MAY POSTPONE THE
FILING OR EFFECTIVENESS OF SUCH REGISTRATION UNTIL THE EARLIER OF (I) 15
BUSINESS DAYS AFTER THE DATE OF DISCLOSURE OF SUCH MATERIAL INFORMATION, OR
(II) 75 DAYS AFTER TRONOX MAKES SUCH DETERMINATION; PROVIDED, HOWEVER, THAT
TRONOX MAY DELAY A DEMAND REGISTRATION HEREUNDER ONLY ONCE IN ANY 12-MONTH
PERIOD;
(III)
EXCEPT IN THE CASE OF A CONVERTIBLE
REGISTRATION OR AN EXCHANGE REGISTRATION, THE NUMBER OF SHARES ORIGINALLY
REQUESTED TO BE REGISTERED PURSUANT TO ANY REGISTRATION REQUESTED PURSUANT TO
THIS SECTION 2 SHALL COVER SHARES REPRESENTING AT LEAST 10% OF THE AGGREGATE
SHARES OF ALL CLASSES OF TRONOX COMMON STOCK THEN ISSUED AND OUTSTANDING;
(IV)
IF A DEMAND REGISTRATION IS AN UNDERWRITTEN
OFFERING AND THE MANAGING UNDERWRITERS ADVISE TRONOX IN WRITING THAT IN THEIR
OPINION THE NUMBER OF SHARES REQUESTED TO BE INCLUDED IN SUCH OFFERING EXCEEDS
THE NUMBER OF SHARES THAT CAN BE SOLD IN AN ORDERLY MANNER IN SUCH OFFERING
WITHIN A PRICE RANGE ACCEPTABLE TO THE HOLDERS OF A MAJORITY OF THE SHARES
INITIALLY REQUESTING SUCH REGISTRATION OR WITHOUT MATERIALLY ADVERSELY AFFECTING
THE MARKET FOR THE COMMON STOCK, TRONOX SHALL INCLUDE IN SUCH REGISTRATION THE
NUMBER OF SHARES REQUESTED BY HOLDERS OF A MAJORITY OF THE SHARES TO BE INCLUDED
THEREIN WHICH, IN THE OPINION OF SUCH HOLDERS BASED UPON ADVICE OF THE MANAGING
UNDERWRITERS, CAN BE SOLD IN AN ORDERLY MANNER WITHIN THE PRICE RANGE OF SUCH
OFFERING AND WITHOUT MATERIALLY ADVERSELY AFFECTING THE MARKET FOR THE COMMON
STOCK, PRO RATA AMONG THE RESPECTIVE HOLDERS THEREOF ON THE BASIS OF THE AMOUNT
OF COMMON STOCK OWNED BY EACH HOLDER REQUESTING INCLUSION OF SHARES IN SUCH
REGISTRATION; AND
2
(V)
TRONOX SHALL NOT BE REQUIRED TO EFFECT MORE
THAN FIVE DEMAND REGISTRATIONS PURSUANT TO THIS SECTION 2.1; PROVIDED,