Common use of The Rights Offering Clause in Contracts

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to offer Shares for subscription by holders of Rights as set forth in this Agreement. (b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) (the “Ballots”) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights Offering.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to On the terms and subject to the conditions of this Agreement (including Bankruptcy Court approval)set forth herein, the Company hereby undertakes shall distribute, at no charge, to offer Shares each Rights Holder one transferable Right for subscription every share of Common Stock owned by such Rights Holder on the Record Date. Each whole Right will entitle the holder thereof to purchase the number of shares of Common Stock determined by dividing 900,000,000 by the total number of shares of Common Stock outstanding on the Record Date at the Subscription Price. Each such Right shall be transferable separately from the underlying shares of Common Stock on account of which such Right was distributed. Rights Holders and holders of to whom Rights have been validly transferred are collectively referred to as set forth in this Agreement“Holders,” each individually being a “Holder.” (b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) (the “Ballots”) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights (including under both the Basic Subscription Right and the Over-Subscription Right) may be exercised during a period (the “Rights Exercise Subscription Period”) specified in the Amended Plan, which period will commence commencing on the date on which the Ballots Rights are distributed issued to Rights Holders and will end at the Expiration Time. For the purposes of this Agreement, ending no more than 20 days thereafter (the “Expiration Time” means 5:00 p.m. New York City time on ”), subject to extension by the 20th calendar day (or if such day is not a Business DayCompany; provided, however, the next Business Day) after Subscription Period may not be extended by more than 10 days without the date the Ballots are distributed under the Amended Planprior written consent of Xxxxxxx. The Company may cancel, terminate, or such later date as amend the CompanyRights Offering at any time prior to the Expiration Time; provided, however, that Xxxxxxx’x prior written consent is required once the Subscription Period is commenced, subject to the approval right of the Investor Company to extend the Subscription Period as set forth in the previous sentence. (which shall not be unreasonably withheldc) and the reasonable consent of the other Amended Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday Each Holder that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order wishes to exercise all or a Right, each Eligible Holder portion of its Rights under the Basic Subscription Right shall, during the Subscription Period and prior to the Expiration Time, (i) return a duly executed Ballot to follow the Subscription Agent instructions set forth in the Registration Statement (as defined below) and related materials to exercise such Rights. On the Closing Date (ii) pay an amount equal as defined below), the Company shall issue to each Holder that validly exercised its Rights under the full purchase price of Basic Subscription Right the number of Offered Shares to which such Holder is entitled based on such exercise, provided that the obligation of the Company to consummate the Rights Offering shall be subject to the conditions set forth in Section 11(d) (which may not be waived, in whole or in part, by the Company without the prior written consent of Xxxxxxx). (d) Each Holder (other than Xxxxxxx) that exercises in full its Basic Subscription Right will be entitled under the Over-Subscription Right to subscribe for additional shares of New Common Stock elected at the Subscription Price pursuant to be purchased by such Eligible Holder by wire transfer the instructions set forth in the Registration Statement and related materials to the extent that other Holders elect not to exercise all of immediately available funds reasonably in advance their respective Rights to subscribe for and purchase all of the date on which Offered Shares under the hearing Basic Subscription Right; provided that no Holder shall be entitled to confirm purchase more Offered Shares under the Amended Plan is scheduled to commence Over-Subscription Right than such Holder subscribed for under the Basic Subscription Right. If the number of Offered Shares remaining after the exercise of Rights under the Basic Subscription Right (the “Confirmation HearingRemaining Offered Shares”) is not sufficient to an escrow account established satisfy all requests for Offered Shares under the Over-Subscription Right, the Holders that exercised their Rights under the Over-Subscription Right will be allocated such Remaining Offered Shares as follows: the number of Remaining Offered Shares allotted to each Holder participating in the Over-Subscription Right shall be the product (rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of Offered Shares does not exceed the Aggregate Offering Amount) obtained by multiplying the number of Offered Shares such Holder subscribed for under the Over-Subscription Right by a fraction the numerator of which is the number of Remaining Offered Shares and the denominator of which is the total number of Offered Shares sought to be subscribed for under the Over-Subscription Right by all Holders participating in such Over-Subscription Right. If the number of Remaining Offered Shares allocated after the exercise of the Over-Subscription Right is less than all of the shares of Common Stock a Holder subscribed for under the Over-Subscription Right, then any excess payment for shares of Common Stock not issued to the Holder will be returned to such Holder by mail, without interest or deduction, within 10 business days after the Expiration Time of the Rights Offering. (e) If the exercise of Rights would create any fractional shares of our Common Stock, the Company will not issue such fractional shares of Common Stock or cash in lieu of fractional shares of Common Stock. Any fractional shares of Common Stock that would be created by such an exercise of Rights will be rounded to the nearest whole share, with such adjustments as necessary to ensure that all of the Offered Shares are issued and the Company receives the Aggregate Offering Amount.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval)Agreement, the Company hereby undertakes to cause New Tronox to offer Shares for subscription by holders of Rights as set forth in this Agreement. (b) In connection with the Amended Plan Plan, the Company shall issue Rights to purchase 72,900,000 10,096,154 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Holder Pro Rata share Share of 72,900,000 Sharesthe Offered Shares at the Purchase Price per Share. The ballot form(s) (the “Ballots”) distributed to Eligible Holders in connection with the solicitation of acceptance of the Amended Plan shall provide a place means whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. p.m., New York City time time, on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after from and including the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor Required Backstop Parties (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponentsas defined below), may specify in a notice provided to the Investor Backstop Parties before 9:00 a.m. a.m., New York City time time, on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder Holder, other than the Backstop Parties, shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) ), which indicates the election of such Eligible Holder to purchase Shares and such Eligible Holder’s vote to accept the Plan, and (ii) pay an amount equal to the full purchase price of aggregate Purchase Price for the number of shares of New Common Stock Shares elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence commence, but in no event no less than ten (10) Business Days prior to the “Confirmation Hearing”) Effective Date, to an escrow account established by the Company or New Tronox for the Rights Offering.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to offer Shares for subscription by holders of Rights pursuant to the Amended Plan as set forth in this Agreement. (b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot Ballot form(s) (the “Ballots”) will be distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby Plan. Subscription form(s) (the “Subscription Forms”) will simultaneously be delivered pursuant to which each Eligible Holder may exercise its RightRights. The Rights may be exercised during a period (the “Rights Exercise Period”) to be specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. p.m., New York City time time, on the 20th 30th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan ProponentsInvestor, may specify in a notice provided to the Investor before 9:00 a.m. a.m., New York City time time, on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot Subscription Form to the Subscription Agent (as defined below) in Section 1(d)), and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of or bank or cashier’s check delivered to the date on which Subscription Agent with the hearing to confirm Subscription Form no later than the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights OfferingExpiration Time.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to Issuer will offer Shares New Notes for subscription by holders of Rights as set forth in this AgreementRights. (b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) forms (the “Ballots”) or related subscription forms (the “Subscription Form”) distributed in connection with the solicitation of acceptance acceptances and rejections of the Amended Plan shall provide a place whereby each Eligible Holder of Old Notes as of a record date to be determined may exercise its RightRight to subscribe for up to a percentage of the New Notes equal to such Eligible Holder’s percentage holdings of Old Notes. The Rights may be exercised during a period (the “Rights Exercise Period”) to be specified in the Amended Plandisclosure statement approved by the Bankruptcy Court (the “Disclosure Statement”), which period will commence on the date the Ballots and Subscription Forms are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. p.m., New York City time time, on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the on which all Ballots are distributed under the Amended Planand Subscription Forms must be returned, or such later date as the CompanyIssuer, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan ProponentsInvestors in their sole discretion, may specify in a notice provided to the Investor Investors before 9:00 a.m. a.m., New York City time time, on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Mondayany day other than (a) a Saturday, Tuesday(b) a Sunday, Wednesday, Thursday and Friday that is not a (c) any day on which banking institutions commercial banks in New York, New York City are generally required or authorized or obligated to close by law or executive order to closeorder, and (d) the Friday after Thanksgiving Day. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended The Plan shall provide that in order to exercise a Right, each Eligible Holder shall, (i) prior to the Expiration Time, (i) return a duly executed Ballot completed Subscription Form to the Subscription Agent (as defined belowin Section 1(d)) and (ii) pay an amount equal to the full purchase price of the number of shares principal amount of New Common Stock Notes elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of or bank or cashier’s check delivered to the date on which Subscription Agent no later than the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights OfferingExpiration Time.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval)Agreement, the Company hereby undertakes to offer Shares for subscription by holders of Rights as set forth in this Agreement. (b) In connection with the Amended Plan One Right to subscribe for one Share will be distributed by the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as each holder of each Share outstanding on the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares(the “Shareholders”). The ballot form(snumber of Rights issued will be equal to the number of shares of Common Stock outstanding on the Record Date. No Rights will be distributed or issued with respect to any treasury stock. (c) The Company will distribute Rights as soon as reasonably practicable after entry of the order of the Bankruptcy Court confirming the Plan (including, to the extent necessary, any order of the applicable District Court affirming the injunction under section 524(g) of the Bankruptcy Code to be included in the Plan or any other provision of the Plan requiring such affirmance in conjunction with confirmation, the “Confirmation Order”) and the effective date of the registration statement relating to the Rights Offering (including each amendment and supplement thereto, the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) (the date of such distribution, the “BallotsDistribution Date”). The Company will be responsible for effecting the distribution of certificates representing Rights, the Rights Offering prospectus and any related materials to each Shareholder. (d) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended PlanRights Offering prospectus, which period will commence on the date the Ballots are distributed Distribution Date and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended PlanDistribution Date, or such later date as the CompanyCompany may specify, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponentsin its discretion, may specify in a notice provided to the Investor Shareholders before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights Offering.this