Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any Person (as defined in Section 6(e)) (including the Company) other than the Selling Holders (the “Third Person Shares”) in any registration of the Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or methods of disposition requested pursuant to this Section 2. If a Demand Registration in which the Company proposes to include Third Person Shares is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Shares and Third Person Shares requested to be included in such offering exceeds the number of Shares and Third Person Shares which 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 (the “Maximum Number”), the Company shall not include in such registration any Third Person Shares unless all of the Shares initially requested to be included therein are so included, and then only to the extent of the Maximum Number.
Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any Person (including the Company) other than the Selling Holders (the "Third Person Shares") in any registration of the Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or methods of disposition requested pursuant to this Section 2; provided, however, that the Company shall not have the right to cause the registration of such securities of such other Persons if the registration requested pursuant to this Section 2 is a Convertible Registration or an Exchange Registration. If a Demand Registration in which the Company proposes to include Third Person Shares is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Shares and Third Person Shares requested to be included in such offering exceeds the number of Shares and Third Person Shares which 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, the Company shall not include in such registration any Third Person Shares unless all of the Shares initially requested to be included therein are so included.
Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any Person (including the Company) other than the Selling Holders (the "Third Person Shares") in any registration of the
Third Person Shares. In the case of any offering for cash that is not an Other Disposition, the Company shall have the right to cause the registration of securities for sale for the account of any Person (as defined in Section 6(e)) (including the Company) other than the Selling Holders (the “Third Person Shares”) in any registration of the Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or methods of disposition requested by Holders pursuant to this Section 2. If a Demand Registration in which the Company proposes to include Third Person Shares is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Shares and Third Person Shares requested to be included in such offering exceeds the number of Shares and Third Person Shares which 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 (the “Maximum Number”), the Company shall not include in such registration any Third Person Shares unless all of the Shares initially requested by Holders to be included therein are so included, and then only to the extent of the Maximum Number.
Third Person Shares. (a) Tronox shall have the right to cause the registration of securities for sale for the account of any Person (as defined in Section 6.1) (including Tronox) other than the Selling Holders (the “Third Person Shares”) in any registration of Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or methods of disposition requested pursuant to this Section 2; provided, however, that Tronox shall not have the right to cause the registration of such securities of such other Persons if the registration requested pursuant to this Section 2 is a Convertible Registration or an Exchange Registration.
(b) If a Demand Registration in which Tronox proposes to include Third Person Shares is an underwritten offering and the managing underwriters advise Tronox in writing that in their opinion the number of Shares and Third Person Shares requested to be included in such offering exceeds the number of Shares and Third Person 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 Tronox Common Stock (the “Maximum Number”), Tronox shall not include in such registration any Third Person Shares unless all of the Shares initially requested to be included therein are so included, and then only to the extent of the Maximum Number.
Third Person Shares. (a) Upon receipt of the written notice from an Investor requesting registration under Section 3.1, the Company shall give written notice to each other Investor, the other parties (the "Primary Third Parties") entitled to substantially similar registration rights under a Registration Rights Agreement entered into by the Company on the date hereof and the parties (the "Incidental Parties") entitled only to incidental registration rights pursuant to an Incidental Registration Rights Agreement entered into by the Company on the date hereof. The Company shall have the right to cause the registration of securities for sale for the account of any Person in any registration of Eligible Securities requested pursuant to this Article 3 who has delivered written notice to the Company within fifteen (15) business days (which notice shall specify the number of shares to be disposed of and the intended method of disposition), provided that the Company shall not have the right to cause the registration of all of such securities if the Investor who requested such registration is advised in writing (with a copy to the Company) by a nationally recognized independent investment banking firm selected by such Investor that, in such firm's opinion, registration of all of such securities would adversely affect the offering and sale of Eligible Securities then contemplated by such Investor. The Investor or Investors and any other Persons who elect to participate in an offering pursuant to registration rights are referred to herein as the "Selling Shareholders". The Investor or Investors who initially requested registration pursuant to Section 3.1 and each other Investor who elects to participate in such offering are herein referred to as the "Selling Investors".
(b) If the Company cannot, pursuant to the terms of this Section 3.3, register all of the shares requested to be registered, the Company shall register the Maximum Amount (as defined below), and such amount shall be allocated among the Persons requesting registrations follows:
(i) if the Selling Investors and the Principal Third Parties each exercise registration rights on the same day, the Maximum Amount shall be allocated between such Persons pro rata according to the number of shares for which registration was initially requested by each such Person; and
(ii) in all other cases in which both Selling Investors and the Principal Third Parties seek to register shares, the Maximum Amount shall be allocated pro rata accordin...
Third Person Shares. Aquila shall have the right to cause the registration of securities for sale for the account of any Person (including Aquila) other than the Selling Holders in any Demand Registration under this Article II, so long as such securities are disposed of in accordance with the intended method or methods of disposition requested pursuant to this Article II, and so long as the number of Shares held by the Selling Holders and included in the Demand Registration is not reduced thereby.
Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any person (excluding the Company in a primary offering of its voting securities) in any registration of Registrable Securities requested pursuant to this Section 2, provided that the Company shall not have the right to cause the registration of such securities if:
(a) in the reasonable judgment of the Holder or Holders requesting such registration pursuant to this Section 2, registration of such securities would adversely affect the offering and sale of Registrable Securities then contemplated by the Holders; or
(b) such Holder or Holders do not receive assurances satisfactory to it or them that the person for which such securities are being registered will pay any transfer taxes applicable to their securities being registered, all commissions, discounts and other compensation payable to the underwriters (including fees and expenses of underwriters' counsel other than those referred to in clause (iv) of the definition of Registration Expenses) in respect of such securities and the fees and expenses of their own counsel (provided that for purposes of this clause (b), the guarantee by the Company to each Holder of payment of such amounts shall be satisfactory assurance to the Holders).
Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any Person (other than the Selling Holders) in any registration of Shares requested pursuant to this Article II; provided, however, that the Company shall not have the right to cause the registration of such securities of such other Persons if:
(a) the Selling Holders are advised in writing (with a copy to the Company) by a recognized independent investment banking firm selected by the Selling Holders and reasonably acceptable to the Company that, in such firm's opinion, registration of such securities would adversely affect in a significant manner the offering and sale of Shares then contemplated by the Selling Holders; or
(b) the Selling Holders do not receive assurances reasonably satisfactory to them that such other Person for whose account such securities are being registered will pay a pro rata share of the Registration Expenses pursuant to Section 2.02 (provided that for purposes of this clause (b), the guarantee by the Company to the Selling Holders of payment of such share of the Registration Expenses shall constitute satisfactory assurance to the Selling Holders).
Third Person Shares. The Company shall have the right to cause the registration of securities for sale for the account of any Person (other than the Selling Holders) (the "Third Person Shares") in any registration of the Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or method of disposition requested pursuant to Section 2; provided, however, that the Company shall not have the right to cause the registration of such securities of such other Persons if:
(a) the Selling Holders are advised in writing (with a copy to the Company) by a recognized independent investment banking firm selected by the Selling Holders and reasonably acceptable to the Company that, in such firm's opinion, registration of such securities would adversely affect in a significant manner the offering and sale of Shares then contemplated by the Selling Holders;
(b) the Selling Holders do not receive assurances reasonably satisfactory to them that such other Person for whose account such securities are being registered will pay a pro rata share of the Registration Expenses pursuant to Section 2.2 (provided that for purposes of this clause (b), the guarantee by the Company to the Selling Holders of payment of such share of the Registration Expenses shall constitute satisfactory assurance to the Selling Holders); or
(c) the registration requested pursuant to this Section 2 is a Convertible Registration or an Exchange Registration.
