Common use of Secondary Offering Clause in Contracts

Secondary Offering. Within 24 hours following the execution of this Agreement, Purchaser will file an automatic shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC that complies with all applicable legal requirements and that covers only the resale by TRT of the Offered Shares in the Secondary Offering , together with the issuance of shares of Common Stock which may be sold by Purchaser pursuant to an underwriter’s option under the Underwriting Agreement (as defined below) (the “Underwriters’ Option Shares”), and maintain the effectiveness of such Registration Statement until the consummation of the Secondary Offering or the election of TRT not to proceed with the Secondary Offering pursuant to the sentence below (including by filing such amendments and supplements to the Registration Statement and prospectus as may be necessary). Following the marketing of the resale of all of the Underwritten Shares under the Registration Statement by the underwriters (the “Underwriters”) named in the Underwriting Agreement (as defined below), it is contemplated that, on or about August 13, 2012, TRT may, but is not obligated to, enter into an underwriting agreement and other customary agreements in customary form and subject to customary terms and conditions (such agreements, collectively, the “Underwriting Agreement”) covering the resale of all of the Offered Shares pursuant to the Registration Statement, which Underwriting Agreement shall contain a firm price for the Offered Shares. Purchaser shall not publicly offer or sell any shares of Common Stock on behalf of Purchaser, any Affiliate of Purchaser, or any other Person (other than TRT) during the time the Registration Statement is effective (this restriction shall, in any event, not extend past September 15, 2012), except for the Underwriters’ Option Shares. Purchaser shall use reasonable efforts to cause the Underwriters to actively market the resale of all of the Underwritten Shares under the Registration Statement and to cause all of its named executive officers and directors to enter into lock-up agreements with a 60-day lock-up period, subject to customary exceptions. Purchaser will provide assistance to the Underwriters in marketing the resale of the Underwritten Shares that is customary for transactions of the type contemplated by this Section 4.7, including by making its management available in person for such investor presentations and meetings as may be reasonably requested by the Underwriters. In addition, in the event TRT enters into the Underwriting Agreement, Purchaser shall enter into the Underwriting Agreement (including the 60-day lock up therein, subject to customary exceptions and the issuance of shares in connection with the contemplated special E&P distribution). Purchaser shall pay any and all fees and expenses (including registration, filing, professional, printing and similar fees) incident to the Secondary Offering except for the legal and other professional fees and expenses incurred by the TRT Persons, which will be paid by the TRT Persons, and the underwriting discounts and commissions payable to the Underwriters upon the sale of Offered Shares, which discounts and commissions shall be paid one-half by Purchaser and one-half by the TRT Persons.

Secondary Offering. Within 24 hours following Purchaser shall use its best efforts, taking into account the execution of this Agreementthen prevailing market conditions, Purchaser will file an automatic shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC that complies with all applicable legal requirements and that covers only the resale by TRT of the Offered Shares in the Secondary Offering , together with the issuance of shares of Common Stock which may be sold by Purchaser pursuant to an underwriter’s option under the Underwriting Agreement (as defined below) (the “Underwriters’ Option Shares”), and maintain the effectiveness of such Registration Statement until the consummation of the Secondary Offering or the election of TRT not to proceed with a public offering of its securities pursuant to a prospectus, registration statement or a similar document under the Secondary relevant jurisdiction (the "PUBLIC OFFERING"). Purchaser agrees to give Vendor notice of its intention with respect to the Public Offering no later than ten (10) days prior to the intended date for filing of the preliminary prospectus, offering memorandum or similar document with the securities commission or relevant authority having jurisdiction in the matter. The notice shall provide, subject to the terms hereof, Vendor with the possibility to qualify the Purchaser Shares held by Vendor, so as to permit the resale of such Purchaser Shares pursuant to the sentence below (including by filing such amendments and supplements to the Registration Statement and prospectus as may be necessary). Following the marketing terms of the resale said prospectus or otherwise as the underwriters agree or where the board of all directors of the Underwritten Purchaser in its good faith judgment, acting reasonably, determines that to qualify the Purchaser Shares under should not be made or continued. In the Registration Statement by event that the underwriters (the “Underwriters”) named in the Underwriting Agreement (as defined below), it is contemplated that, on or about August 13, 2012, TRT may, but is not obligated to, enter Purchaser enters into an underwriting agreement or other agreement relating to said Public Offering, the Vendor shall permit Vendor to sell up to 2,000,000 Purchaser Shares to the underwriter on the terms and other customary agreements conditions set forth in customary form the said agreement so long as the underwriters agree and subject to customary terms and conditions the following conditions: (a) the Public Offering shall be in an amount such agreements, collectively, the “Underwriting Agreement”) covering the resale of all that at least 50% of the Offered proceeds of the Public Offering shall be for the Purchaser's use; (b) the order of priority for the sale of the Purchaser Shares to be sold pursuant to such Public Offering shall be as follows: (i) first, such number of shares to satisfy other registration rights previously entered into by the Registration Statement, which Underwriting Agreement shall contain a firm price for the Offered Shares. Purchaser shall not publicly offer or sell any shares of Common Stock on behalf of Purchaser, any Affiliate of Purchaser, or any other Person (other than TRTfor Xx. Xxxxxxx Xxxxxxx); (ii) during second, 1,000,000 Purchaser Shares for Xx. Xxxxxxx Lamonde; and (iii) third, the time balance, to the Registration Statement is effective extent that such Purchaser Shares may be sold under the Public Offering up to a maximum of 2,000,000 Purchaser Shares (this restriction shall, in any event, not extend past September 15, 2012), except for or such lesser number as have been released from the Underwriters’ Option Shares. Purchaser shall use reasonable efforts to cause the Underwriters to actively market the resale of all provisions of the Underwritten Shares under the Registration Statement and to cause all of its named executive officers and directors to enter into lockLock-up agreements with a 60-day lock-up period, subject to customary exceptions. Purchaser will provide assistance to the Underwriters in marketing the resale of the Underwritten Shares that is customary for transactions of the type contemplated by this Section 4.7, including by making its management available in person for such investor presentations and meetings as may be reasonably requested by the Underwriters. In addition, in the event TRT enters into the Underwriting Up Agreement, Purchaser shall enter into the Underwriting Agreement (including the 60-day lock up therein, subject to customary exceptions and the issuance of shares in connection with the contemplated special E&P distribution). Purchaser shall pay any and all fees and expenses (including registration, filing, professional, printing and similar fees) incident to the Secondary Offering except for the legal and other professional fees and expenses incurred by the TRT Persons, which will be paid by the TRT Persons, and the underwriting discounts and commissions payable to the Underwriters upon the sale of Offered Shares, which discounts and commissions shall be paid one-half by Purchaser and one-half by the TRT Persons.