Exhibit 4.18
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[FORM OF EQUITY WARRANT AGREEMENT]
ALLIED WASTE INDUSTRIES, INC.
AND
________, AS WARRANT AGENT
[COMMON/PREFERRED STOCK] [DEPOSITARY SHARE]
WARRANT AGREEMENT
DATED AS OF __________, 200__
TABLE OF CONTENTS
PAGE
----
PARTIES 1
RECITALS 1
SECTION 1. Appointment of Warrant Agent 1
SECTION 2. Form of Warrant 1
SECTION 3. Countersignature and Registration 2
SECTION 4. Transfers and Exchanges 2
SECTION 5. Exercise of Warrants 2
SECTION 6. Payment of Taxes 3
SECTION 7. Mutilated or Missing Warrants 3
SECTION 8. Reservation of Shares, etc. 3
SECTION 9. Warrant Price; Adjustments 4
SECTION 10. Notice to Warrantholders 9
SECTION 11. Certain Covenants of the Company 10
SECTION 12. Disposition of Proceeds, etc. 10
SECTION 13. Merger or Consolidation or Change of Name of Warrant Agent 10
SECTION 14. Duties of Warrant Agent 11
SECTION 15. Change of Warrant Agent 12
SECTION 16. Identity of Transfer Agent 12
SECTION 17. Notices 13
SECTION 18. Supplements and Amendments 13
SECTION 19. Successors 13
SECTION 20. Governing Law 13
SECTION 21. Benefits of This Agreement 13
SECTION 22. Counterparts 13
[SECTION 23. Acceleration of Warrants by the Company 13]
TESTIMONIUM 15
SIGNATURES 15
EXHIBIT A: Form of Warrant X-x
xx
[COMMON/PREFERRED STOCK] [DEPOSITARY SHARE]
WARRANT AGREEMENT
COMMON/PREFERRED STOCK] [DEPOSITARY SHARE] WARRANT AGREEMENT, dated as of
__________, 200__ between Allied Waste Industries Inc., Delaware corporation
(hereinafter called the "Company"), and __________, having a corporate trust
office in __________, as warrant agent (hereinafter called the "Warrant Agent").
WHEREAS, the Company proposes to issue [Class ____] Purchase Warrants
(hereinafter called the "Warrants") entitling the holders thereof to purchase an
aggregate of _____ [shares of Common/Preferred Stock] [Depositary Shares] of the
Company [(par value $.01 per share)] (hereinafter called the "Shares") at an
initial cash purchase price of $_____ per Share at any time [after __________
and] before [ ] p.m., [City] time, on __________, _____ (hereinafter called
the "Expiration Date") (unless extended as provided in Section 9A hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT--
WHEREAS, the Warrants will be offered in Units, each of which consists of
___________ and Warrants to purchase ___________ Shares; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange and exercise of Warrants to be issued from time
to time by the Company;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
SECTION I. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the instructions
hereinafter in this Agreement set forth, and the Warrant Agent hereby accepts
such appointment.
SECTION 2. FORM OF WARRANT. The text of the Warrants and the form of election to
purchase Shares to be set forth on the reverse thereof shall be substantially as
set forth in Exhibit A attached hereto. Each Warrant shall, subject to the terms
of this Warrant Agreement, entitle the registered holder thereof to initially
purchase the number of Shares specified therein at an initial exercise price of
$_____ per Share; provided, however, that the Warrant Exercise Price (as defined
below) and the number of Shares issuable upon exercise of Warrants are subject
to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chairman of the Board,
President, Chief Executive Officer or Executive Vice President of the Company,
under its seal, affixed or in facsimile, and by the manual or facsimile
signature of the present or any future Secretary or Assistant Secretary of the
Company.
The Company shall promptly notify the Warrant Agent from time to time in writing
of the number of Warrants to be issued and furnish written instructions in
connection therewith signed by an executive officer of the Company; such
notification and instructions may, but need not be, in the form of a general or
continuing authorization to the Warrant Agent.
The Warrants shall be dated by the Warrant Agent as of the date of each initial
issuance, and as of the date of issuance thereof upon any transfer or exchange
thereof.
SECTION 3. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent shall maintain
books for the transfer and registration of the Warrants. Upon the initial
issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective registered holders thereof. The Warrants
shall be countersigned by the Warrant Agent (or by any successor to the Warrant
Agent then acting as warrant agent under this Agreement) and shall not be valid
for any purpose unless so countersigned. Such Warrants may be so countersigned,
however, by the Warrant Agent (or by its successor as warrant agent) and be
delivered by the Warrant Agent, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall
have ceased to be such officers at the time of such countersignature or
delivery. Upon issuance of any Warrant, the Company will present the same, or
cause the same to be presented, to the Warrant Agent for countersignature of
such Warrant.
SECTION 4. TRANSFERS AND EXCHANGES. The Warrant Agent shall transfer, from time
to time, any outstanding Warrants upon the books to be maintained by the Warrant
Agent for that purpose, upon the surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant of like tenor shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Warrant Agent. All such Warrants so
canceled shall be delivered by the Warrant Agent to the Company from time to
time. The Warrants may be exchanged at the option of the holder thereof, when
surrendered at the office in __________________ of the Warrant Agent, for
another Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Shares. The
Warrant Agent is hereby irrevocably authorized to countersign and deliver, in
accordance with the provisions of this Section and Section 3 of this Agreement,
such new Warrants required pursuant to the provisions of this Section, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such purpose.
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT--
Notwithstanding the foregoing, until __________, the Warrants shall not be
transferable apart from the __________ to which they are attached, any transfer
of the __________ shall be deemed a transfer of the Warrants attached thereto,
and any attempt to transfer the Warrants apart from the ___________ shall be
void and of no effect. Each Warrant shall contain a legend to the foregoing
effect.]
SECTION 5. EXERCISE OF WARRANTS. The registered holder of each Warrant shall
have the right, which may be exercised as in such Warrant expressed, to purchase
from the Company (and the Company shall issue and sell to such registered
holder) the number of Shares specified in such Warrant, upon surrender to the
Company, at the office in __________ of the Warrant Agent of such Warrant, with
the form of election to purchase on the reverse thereof duly filled in and
signed, and upon payment to the Warrant Agent for the account of the Company of
the Warrant Exercise Price, determined in accordance with the provisions of
Section 9 of this Agreement, for the number of Shares in respect of which such
Warrant is then exercised. Payment of such Warrant Exercise Price may be made
in cash, or by certified check or bank draft or postal or express money order,
payable in United States dollars, to the order of the Warrant Agent. No
adjustment shall be made for any dividends on any Shares issuable upon exercise
of any Warrant. Subject to Section 6, upon such surrender of Warrants, and
payment of the Warrant Exercise Price as aforesaid, the Company shall issue and
cause to be delivered with all reasonable dispatch to or upon the written order
of the registered holder of such Warrants, and in such name or names as such
registered holder may designate, a certificate or certificates for the number of
full Shares so purchased upon the exercise of such Warrants, together with cash,
as provided in Section 9 of this Agreement, in respect of any fraction of a
Share otherwise issuable upon such surrender. Such certificate or certificates
shall be deemed to have been issued and any person so designated to be named
therein shall be deemed to have become a holder of record of such Shares as of
the date of the surrender of such Warrants and payment of the Warrant Exercise
Price as aforesaid; provided, however, that if, at the date of surrender of such
Warrants and payment of such Warrant Exercise Price, the transfer books for the
Shares purchasable upon the exercise of such Warrants shall be closed, no such
surrender of such Warrants and no such payment of such Warrant Exercise Price
shall be effective to constitute the person so designated to be named therein as
the holder of record of such Shares on such date, but shall be effective to
constitute such person as the holder of record of such Shares for all purposes
at the opening of business on the next succeeding day on which the transfer
books for the Shares purchasable upon the exercise of such Warrants shall be
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opened, and the certificates for the Shares in respect of which such Warrants
are then exercised shall be issuable as of the date on which such books shall
next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Shares. The rights of purchase represented by
the Warrants shall be exercisable, at the election of the registered holders
thereof, either as an entirety or from time to time for part only of the Shares
specified therein and, in the event that any Warrant is exercised in respect of
less than all of the Shares specified therein at any time before the Expiration
Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for
the remaining number of Shares specified in the Warrant so surrendered, and the
Warrant Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrants pursuant to the provisions of this Section and of Section
3 of this Agreement, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.
SECTION 6. PAYMENT OF TAXES. The Company will pay any documentary stamp taxes
attributable to the initial issuance of Shares issuable upon the exercise of
Warrants; provided, however, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issue or delivery of any certificates for Shares in a name other than that of
the registered holder of Warrants in respect of which such Shares are issued and
the Company shall not be required to issue and deliver the certificates for such
Shares unless and until the holder has paid to the Company the amount of any tax
which may be payable in respect of any transfer involved in such issuance or
shall establish to the satisfaction of the Company that such tax has been paid.
SECTION 7. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company will issue and the Warrant
Agent will countersign and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant mutilated, lost, stolen or destroyed, a new Warrant of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company and the Warrant Agent of the mutilation, loss, theft
or destruction of such Warrants and indemnity, if requested, also satisfactory
to them. Applicants for such substitute Warrants shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Company or the Warrant Agent may prescribe. Any such new Warrant shall
constitute an original contractual obligation of the Company whether or not the
allegedly mutilated, lost, stolen or destroyed Warrant shall be at any time
enforceable by anyone.
SECTION 8. RESERVATION OF SHARES, ETC. Before the issuance of any Warrants there
shall have been reserved, and the Company shall at all times through the
Expiration Date keep reserved, out of its authorized and unissued
[Common/Preferred] Stock, a number of shares sufficient to provide for the
exercise of the rights of purchase represented by the Warrants, and the Transfer
Agent for such shares and every subsequent Transfer Agent for such shares are
hereby irrevocably authorized and directed at all times to reserve such number
of authorized and unissued shares as shall be requisite for such purpose. The
Company will keep a copy of this Agreement on file with the Transfer Agent for
such shares and with every subsequent Transfer Agent for such shares. The
Warrant Agent is hereby irrevocably authorized to requisition from time to time
from such Transfer Agent certificates required to honor outstanding Warrants
that have been exercised. The Company will supply such Transfer Agent with duly
executed certificates for such purpose and will itself provide or otherwise make
available any cash which may be issuable as provided in Section 9 of this
Agreement. All Warrants surrendered in the exercise of the rights thereby
evidenced or surrendered for transfer, exchange or partial exercise shall be
canceled by the Warrant Agent and shall thereafter be delivered to the Company.
SECTION 9. WARRANT PRICE; ADJUSTMENTS.
A. The warrant price per share at which the Shares shall be purchasable
upon exercise of Warrants (herein called the "Warrant Exercise Price") to and
including the Expiration Date (unless the
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Expiration Date is extended as provided below in this Section 9A) shall be
$_____ per Share, or, if adjusted as provided in this Section, shall be such
price as so adjusted. The Warrants will not be exercisable before [the close of
business on the date of any initial issuance thereof] [ ] and will expire at
[ ] p.m., [City] time, on the Expiration Date; provided, however, that the
Company reserves the right to, and may, in its sole discretion, at any time and
from time to time, at such time or times as the Company so determines, extend
the Expiration Date of the Warrants for such periods of time as it chooses;
further provided that in no case may the Expiration Date of the Warrants (as
extended) be extended beyond five years from the Expiration Date set forth
above. Whenever the Expiration Date of the Warrants is so extended, the Company
shall at least 20 days before the then Expiration Date cause to be mailed to the
Warant Agent and the registered holders of the Warrants in accordance with the
provisions of Section 17 hereof a notice stating that the Expiration Date has
been extended and setting forth the new Expiration Date.
B. The above provision is, however, subject to the following:
(1) The Warrant Exercise Price, the number of Shares purchasable upon
exercise of each Warrant and the number of Warrants outstanding shall
be subject to adjustment as follows:
(a) In case the Company shall at any time after the date of this
Agreement (i) pay a dividend, or make a distribution, on shares
of its [Common/Preferred] Stock which is payable in shares of its
capital stock (whether shares of [Common/Preferred] Stock or of
capital stock of any other class), (ii) subdivide or reclassify
its outstanding shares of [Common/Preferred] Stock into a greater
number of securities (including shares of [Common/Preferred]
Stock), or (iii) combine or reclassify outstanding shares of
[Common/Preferred] Stock into a smaller number of Shares
(including shares of [Common/Preferred] Stock), the number of
Shares purchasable upon exercise of each Warrant immediately
before the occurrence of such event shall be adjusted so that the
holder of each Warrant shall be entitled to receive upon payment
of the Warrant Exercise Price the aggregate number of Shares of
the Company which, if such Warrant had been exercised immediately
before the occurrence of such event, such holder would have owned
or have been entitled to receive immediately after the occurrence
of such event. An adjustment made pursuant to this subparagraph
(a) shall become effective immediately after the record date in
the case of a dividend and shall become effective immediately
after the effective date in the case of a subdivision or
combination. If, as a result of an adjustment made pursuant to
this subparagraph (a), the holder of any Warrant thereafter
exercised shall become entitled to receive shares of two or more
classes of capital stock of the Company, the Board of Directors
of the Company (whose determination shall be conclusive) shall
determine the allocation between or among shares of such classes
of capital stock. In the event that at any time, as a result of
an adjustment made pursuant to this subparagraph (a), the holder
of any Warrant thereafter exercised shall become entitled to
receive any shares or other securities of the Company other than
Shares of [Common/Preferred] Stock, thereafter the number of such
other shares so received upon exercise of any Warrant shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the Shares of [Common/Preferred] Stock contained in
this paragraph, and the other provisions of this paragraph 9B(1)
with respect to the Shares of [Common/Preferred] Stock shall
apply on like terms to any such other shares or other securities.
(b) In case the Company shall fix a record date for the issuance
of rights or warrants to all holders of its [Common/Preferred]
Stock entitling them (for a period expiring within 45 days after
such record date) to subscribe for or purchase [Common/Preferred]
Stock at a price per share less than the current market price per
share of [Common/Preferred] Stock (as defined in subparagraph (e)
below) at such record date, the Warrant Exercise
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Price shall be determined by multiplying the Warrant Exercise
Price in effect immediately before such record date by a
fraction, the numerator of which shall be the number of shares of
[Common/Preferred] Stock outstanding on such record date plus the
number of shares of [Common/Preferred] Stock which the aggregate
offering price of the total number of shares so offered would
purchase at such current market price, and the denominator of
which shall be the number of shares of [Common/Preferred] Stock
outstanding on such record date plus the number of additional
Shares of [Common/Preferred] Stock offered for subscription or
purchase. Such adjustment shall be made successively whenever
such a record date is fixed, and shall become effective
immediately after such record date. In determining whether any
rights or warrants entitle the holders to subscribe for or
purchase Shares of [Common/Preferred] Stock] at less than such
current market price, and in determining the aggregate offering
price of such Shares, there shall be taken into account any
consideration received by the Company for such rights or
warrants, the value of such consideration, if other than cash, to
be determined by the Board of Directors of the Company.
[Common/Preferred] Stock owned by or held for the account of the
Company or any majority owned subsidiary shall not be deemed
outstanding for the purpose of any adjustment required under this
subparagraph (b).
(c) In case the Company shall fix a record date for making a
distribution to all holders of its [Common/Preferred] Stock of
evidences of its indebtedness or assets (excluding regular
quarterly or other periodic or recurring cash dividends or
distributions and cash dividends or distributions paid from
retained earnings or referred to in subparagraph (a) above) or
rights or warrants to subscribe or warrants to purchase
(excluding those referred to in subparagraph (b) above), then in
each such case the Warrant Exercise Price shall be determined by
multiplying the Warrant Exercise Price in effect immediately
before such record date by a fraction (x) the numerator of which
shall be such current market price (as defined in subparagraph
(e) below) per share of [Common/Preferred] Stock on such record
date, less the then fair market value (as determined in good
faith by the Board of Directors, whose determination shall be
conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or
warrants applicable to one share of the [Common/Preferred] Stock
and (y) the denominator of which shall be the current market
price per share of the [Common/Preferred] Stock on such record
date. Such adjustment shall be made successively whenever such a
record date is fixed and shall become effective immediately after
such record date. Notwithstanding the foregoing, in the event
that the Company shall distribute any rights or warrants to
acquire capital stock ("Rights") pursuant to this subparagraph
(c), the distribution of separate certificates representing such
Rights after their initial distribution (whether or not such
distribution shall have occurred before the date of the issuance
of such Warrants) shall be deemed to be the distribution of such
Rights for purposes of this subparagraph (c), provided, however,
that the Company may, in lieu of making any adjustment pursuant
to this subparagraph (c) upon a distribution of separate
certificates representing such Rights, make proper provision so
that each holder of such Warrants who exercises such Warrants (or
any portion thereof) (A) before the record date for such
distribution of separate certificates shall be entitled to
receive upon such exercise [shares of Common/Preferred Stock]
[Depositary Shares] issued with Rights and (B) after such record
date and before the expiration, redemption or termination of such
Rights shall be entitled to receive upon such exercise, in
addition to the [shares of Common/Preferred Stock] [Depositary
Shares] issuable upon such exercise, the same number of such
Rights as would a holder of the number of [shares of
Common/Preferred Stock] [Depositary Shares] that such Warrants so
exercised would have entitled the holder thereof to purchase in
accordance with the terms and provisions of and applicable to the
Rights if
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such Warrants were exercised immediately before the record date
for such distribution. [Common/Preferred Stock] [Depositary
Shares] owned by or held for the account of the Company or any
majority owned subsidiary shall not be deemed outstanding for the
purpose of any adjustment required under this subparagraph (c).
(d) After each adjustment of the number of Shares purchasable
upon exercise of each Warrant pursuant to subparagraph 9B(1)(a),
the Warrant Exercise Price shall be adjusted by multiplying such
Warrant Exercise Price immediately before such adjustment by a
fraction of which the numerator shall be the number of Shares
purchasable upon exercise of each Warrant immediately before such
adjustment, and the denominator of which shall be the number of
Shares so purchasable immediately thereafter. After each
adjustment of the Warrant Exercise Price pursuant to subparagraph
9B(1)(b) or (c), the total number of Shares or fractional part
thereof purchasable upon the exercise of each Warrant shall be
proportionately adjusted to such number of Shares or fractional
parts thereof as the aggregate Warrant Exercise Price of the
number of Shares or fractional part thereof purchasable
immediately before such adjustment will buy at the adjusted
Warrant Exercise Price.
(e) For the purpose of any computation under subparagraphs
9B(1)(b) and (c) above, the current market price per [share of
Common/Preferred Stock] [Depositary Share] at any date shall be
deemed to be the average of the daily closing prices for the 30
consecutive trading days commencing 45 trading days before the
day in question. The closing price for each day shall be (i) if
the [Common/ Preferred Stock is] [Depositary shares are] listed
or admitted for trading on the New York Stock Exchange, the last
sale price (regular way), or the average of the closing bid and
asked prices (regular way), if no sale occurred, of
[Common/Preferred Stock] [Depositary Shares], in either case as
reported on the New York Stock Exchange Composite Tape or, if the
[Common/Preferred Stock is] [Depositary Shares are] not listed or
admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which the
[Common/Preferred Stock is] [Depositary Shares are] listed or
admitted to trading or, if not listed or admitted to trading on
any national securities exchange, on the National Market System
of the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or, (ii) if not listed or quoted as
described in (i), the mean between the closing high bid and low
asked quotations of [Common/Preferred Stock] (Depositary Shares]
reported by NASDAQ, or any similar system for automated
dissemination of quotations of securities prices then in common
use, if so quoted, or (iii) if not quoted as described in clause
(ii), the mean between the high bid and low asked quotations for
[Common/Preferred Stock] [Depositary Shares] as reported by the
National Quotation Bureau Incorporated if at least two securities
dealers have inserted both bid and asked quotations for
[Common/Preferred Stock] [Depositary Shares] on at least 5 of the
10 preceding trading days. If none of the conditions set forth
above is met, the closing price of [Common/Preferred Stock]
[Depositary Shares] on any day or the average of such closing
prices for any period shall be the fair market value of
[Common/Preferred Stock] [Depositary Shares] as determined by a
member firm of the New York Stock Exchange selected by the
Company.
(f) (A) Nothing contained herein shall be construed to require an
adjustment as a result of the issuance of [Common/Preferred
Stock] [Depositary Shares] pursuant to, or the granting or
exercise of any rights under, the Company's [LIST EMPLOYEE AND
STOCKHOLDER PLANS, IF ANY, THAT MIGHT OTHERWISE RESULT IN
ADJUSTMENTS]; and (B) in addition, no adjustment in the Warrant
Exercise Price shall be required unless and until the earlier of
the following shall have occurred: (x) such
6
adjustment would require an increase or decrease of at least 1%
in the Warrant Exercise Price or (y) a period of three years
shall have elapsed from the date of the occurrence of any event
requiring any such adjustment pursuant to subparagraphs 9B(1)(a),
(b) or (c) above. All adjustments shall be made to the nearest
one hundredth of a share and the nearest cent, and any
adjustments which by reason of this subparagraph (f) are not
required to be made shall be carried forward cumulatively and
taken into account in any subsequent adjustment which (including
such carryforward) is required to be made under this subparagraph
(f).
(g) In any case in which this subparagraph 9H(I) shall require
that an adjustment be made retroactively immediately following a
record date, the Company may elect to defer (but only until five
business days following the mailing of the notice described in
subparagraph 9B(5) below) issuing to the holder of any Warrant
exercised after such record date the Shares issuable upon such
exercise over and above the Shares issuable upon such exercise
only on the basis of the Warrant Exercise Price before
adjustment.
(h) The Company may, at its option, at any time until the
Expiration Date, reduce the then current Warrant Exercise Price
to any amount deemed appropriate by the Board of Directors of the
Company for any period not exceeding 20 consecutive days (as
evidenced in a resolution adopted by such Board of Directors),
but only upon giving the notices required by subparagraph 9B(5)
20 days before taking such action.
(i) Except as herein otherwise expressly provided, no adjustment
in the Warrant Exercise Price shall be made by reason of the
issuance of Shares, or securities convertible into or
exchangeable for Shares, or securities carrying the right to
purchase any of the foregoing or for any other reason whatsoever.
(j) Irrespective of any of the adjustments in the Warrant
Exercise Price or the number of Shares, Warrant Certificates
theretofore issued may continue to express the same prices and
number of Shares as are stated in a similar Warrant Certificate
issuable initially, or at some subsequent time, pursuant to this
Agreement and such number of Shares specified therein shall be
deemed to have been so adjusted.
(2) No fractional [shares of Common/Preferred Stock] [Depositary
Shares] shall be issued upon the exercise of Warrants. If more than
one Warrant shall be exercised at one time by the same holder, the
number of full Shares which shall be issuable upon such exercise shall
be computed on the basis of the aggregate number of Shares purchased
pursuant to the Warrants so exercised. Instead of any fractional
[share of Common/Preferred Stock] [Depositary Shares] which would
otherwise be issuable upon exercise of any Warrant, the Company shall
pay a cash adjustment in respect of such fraction in an amount equal
to the same fraction of the last sales price (or bid price if there
were no sales) per [share of Common/Preferred Stock] [Depositary
Share], in either case as reported on the New York Stock Exchange
Composite Tape on the trading day which next precedes the day of
exercise or, if the [Common/Preferred Stock is] [Depositary Shares
are] not then listed or admitted to trading on the New York Stock
Exchange, an amount equal to the same fraction of the market price per
[share of Common/Preferred Stock] [Depositary Share] (as determined in
a manner described by the Board of Directors of the Company) at the
close of business on the trading day which next precedes the day of
exercise.
(3) In case any of the following shall occur while any Warrants are
outstanding: (a) any reclassification or change of the outstanding
shares of [Common/Preferred] Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value);
or (b) any consolidation or merger to which the Company is a party
(other than a consolidation or a merger in which the Company is the
continuing entity and which does not
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result in any reclassification of, or change in, the outstanding
Shares issuable upon exercise of the Warrants); or (c) any sale or
conveyance of the property of the Company as an entirety or
substantially as an entirety; then the Company, or such successor or
purchaser, as the case may be, shall make appropriate provision by
amendment of this Agreement or otherwise so that the holders of the
Warrants then outstanding shall have the right at any time thereafter,
upon exercise of such Warrants, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance as
would be received by a holder of the number of [shares of
Common/Preferred Stock] [Depositary Shares] issuable upon exercise of
such Warrant immediately before such reclassification, change,
consolidation, merger, sale or conveyance. Such provision shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 9. The
above provisions of this subparagraph 9B(3) shall similarly apply to
successive classifications, changes, consolidations, mergers, sales
or conveyances.
(4) Before taking any action which would cause an adjustment
decreasing the Warrant Exercise Price so that the Warrant Exercise
Price is below the then par value of the shares of [Common/Preferred]
Stock, the Company will take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable [shares of
Common/Preferred Stock] [Depositary Shares] at the Warrant Exercise
Price as so adjusted.
(5) Whenever the Warrant Exercise Price then in effect is adjusted as
herein provided, the Company shall mail to each holder of the Warrants
at such holder's address as it shall appear on the books of the
Company a statement setting forth the adjusted Warrant Exercise Price
then and thereafter effective under the provisions hereof, together
with the facts, in reasonable detail, upon which such adjustment is
based.
(6) In case (i) the Company shall declare a dividend (or any other
distribution) on its [Common/Preferred] Stock payable otherwise than
in cash out of its current or retained earnings, or (ii) the Company
shall authorize the granting to the holders of its [Common/Preferred]
Stock of rights to subscribe for or purchase any shares of capital
stock of any class or of any other rights, or (iii) there is to be any
reclassification of the [Common/Preferred] Stock of the Company (other
than a subdivision or combination of its outstanding shares of
[Common/Preferred] Stock, or any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the
Company is required, or (iv) any distribution is to be made on or in
respect of the [Common/Preferred] Stock in connection with the
dissolution, liquidation or winding up of the Company, then the
Company shall mail to each holder of Warrants at such holder's address
as it shall appear on the books of the Company, at least 20 days (or
10 days in any case specified in clause (i) or (ii) above) before the
applicable record date hereinafter specified, a notice stating (x) the
record date for such dividend, distribution or rights, or, if a record
is not to be taken, the date as of which the holders of
[Common/Preferred] Stock of record to be entitled to such dividend,
distribution or rights arc to be determined, or (y) the date on which
such reclassification, consolidation, merger, dissolution, liquidation
or winding up is expected to become effective, and the date as of
which it is expected that holders of [Common/Preferred] Stock of
record shall be entitled to exchange their shares of
[Common/Preferred] Stock for securities or other property deliverable
upon such reclassification, consolidation, merger, dissolution,
liquidation or winding up. No failure to mail such notice nor any
defect therein or in the mailing thereof shall affect any such
transaction or any adjustment in the Warrant Exercise Price required
by this Section 9.
8
SECTION 10. NOTICE TO WARRANTHOLDERS. Nothing contained in this Agreement or in
any of the Warrants shall be construed as conferring upon the holders thereof
the right to vote or to consent or to receive notice as stockholders in respect
of the meetings of stockholders or the election of directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company.
SECTION 11. CERTAIN COVENANTS OF THE COMPANY.
A. So long as any unexpired Warrants remain outstanding and if required in
order to comply with the Securities Act of 1933, as amended (the "Act"),
the Company covenants and agrees that it will file such post-effective
amendments to the registration statement filed pursuant to the Act with
respect to the Warrants (or such other registration statements or
post-effective amendments or supplements) as may be necessary to permit the
Company to deliver to each person exercising a Warrant a prospectus meeting
the requirements of Section 10(a)(3) of the Act and otherwise complying
therewith, and will deliver such a prospectus to each such person. The
Company further covenants and agrees that it will obtain and keep effective
all permits, consents and approvals of governmental agencies and
authorities, and will use its best efforts to take all action which may be
necessary to qualify the Shares for sale under the securities laws of such
of the United States, as may be necessary to permit the free exercise of
the Warrants, and the issuance, sale, transfer and delivery of the Shares
issued upon exercise of the Warrants, and to maintain such qualifications
during the entire period in which the Warrants are exercisable.
B. The Company covenants and agrees that it shall lake all such action as
may be necessary to ensure that all Shares will at the time of delivery of
certificates for such Shares (subject to payment of the Warrant Exercise
Price) be duly and validly authorized and issued and fully paid and
nonassessable Shares, free from any preemptive rights and taxes, liens,
charges and security interests created by or imposed upon the Company.
C. The Company covenants and agrees that it will take all action which may
be necessary to cause the Shares to be duly listed on the New York Stock
Exchange or another securities exchange or the interdealer quotation system
on which the other [shares of Common/Preferred Stock] [Depositary Shares]
of the Company are listed at the dates of exercise of the Warrants.
SECTION 12. DISPOSITION OF PROCEEDS, ETC.
A. The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay to the Company all moneys received
by the Warrant Agent for the purchase of Shares through the exercise of
such Warrants.
B. The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours at its
principal office in the City of
SECTION 13. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. Any
entity into which the Warrant Agent may be merged or with which it may be
consolidated, or any entity resulting from any merger or consolidation to which
the Warrant Agent shall be a party, or any entity succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such entity would be eligible
for appointment as a successor Warrant Agent under the provisions of Section 15
of this Agreement. In case at the time such successor to the Warrant Agent shall
succeed to the agency created by this Agreement, and if any of the Warrants
shall have been countersigned but not delivered, any such successor to the
Warrant Agent may adopt the countersignature of the original Warrant Agent and
deliver such Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, any successor to the Warrant Agent
may countersign such Warrants either in the name of the predecessor
9
Warrant Agent or in the name of the successor Warrant Agent; and in all such
cases such Warrant shall have the full force provided in the Warrants and in
this Agreement.
In case at any time the name of the Warrant Agent shall be changed and at such
time any of the Warrants shall have been countersigned but not delivered, the
Warrant Agent may adopt the countersignature under its prior name and deliver
Warrants so countersigned; and in case at that time any of the Warrants shall
not have been countersigned, the Warrant Agent may countersign such Warrants
either in its prior name or in its changed name; and in all such cases such
Warrants shall have the full force provided in the Warrants and in this
Agreement.
SECTION 14. DUTIES OF WARRANT AGENT. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Warrants, by their acceptance
thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be taken as
statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of any of the same except such as describe the Warrant
Agent or action taken or to be taken by it. The Warrant Agent assumes no
responsibility with respect to the distribution of the Warrants except as
herein otherwise provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or
in the Warrants to be complied with by the Company.
C. The Warrant Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, and the Warrant Agent shall not
be answerable or accountable for any act, default, neglect or misconduct of
any such attorneys, agents or employees or for any loss to the Company
resulting from such neglect or misconduct, provided reasonable care shall
have been exercised in the selection and continued employment thereof.
D. The Warrant Agent may consult at any time with counsel satisfactory to
it (who may be counsel for the Company), and the Warrant Agent shall incur
no liability or responsibility to the Company or to any holder of any
Warrant in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or the advice of such
counsel.
E. The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on
any notice, resolution, waiver, consent, order, certificate, or other
paper, document or instrument believed by it to be genuine and to have been
signed, sent or presented by the proper party or parties.
F. The Company agrees to pay to the Warrant Agent reasonable compensation
for all services rendered by the Warrant Agent in the performance of this
Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by
the Warrant Agent in the performance of this Agreement and to indemnify the
Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and counsel fees, for anything done or omitted
by the Warrant Agent in the performance of this Agreement except as a
result of the Warrant Agent's gross negligence or bad faith.
G. The Warrant Agent shall be under no obligation to institute any action,
suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrants
shall furnish the Warrant Agent with reasonable security and indemnity for
any costs and expenses which may be incurred, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant
Agent may consider proper, whether with or without any such security or
indemnity. All rights of action under this Agreement
10
or under any of the Warrants may be enforced by the Warrant Agent without
the possession of any of the Warrants or the production thereof at any
trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent, and any recovery of judgment shall be for the ratable
benefit of the registered holders of the Warrants, as their respective
rights or interests may appear.
H. The Warrant Agent and any stockholder, director, officer or employee of
the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.
I. The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which
it may do or refrain from doing in connection with this Agreement except
for its own gross negligence or bad faith.
SECTION 15. CHANGE OF WARRANT AGENT. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company notice
in writing, and to the holders of the Warrants notice by publication, of such
resignation, specifying a date when such resignation shall take effect, which
notice shall be published at the expense of the Company at least once a week for
two consecutive weeks in a newspaper of general circulation in the City of New
York before the date so specified. The Warrant Agent may be removed by the
Company by like notice from the Company to the Warrant Agent and the holders of
Warrants at the expense of the Company. If the Warrant Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then, at
the expense of the Company, the Warrant Agent or the registered holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any State or of the United States of
America, having at the time of its appointment as Warrant Agent a combined
capital and surplus of at least $100,000,000. After appointment the successor
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Failure to file or publish any notice provided for in this Section,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the successor
Warrant Agent, as the case may be.
SECTION 16. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment of any
Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares
issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such Transfer Agent.
SECTION 17. NOTICES. Any notice pursuant to this Agreement to be given or made
by the Warrant Agent or by the registered holder of any Warrant to or on the
Company shall be sufficiently given or
11
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent) as follows:
Allied Waste Industries, Inc.
00000 Xxxxx Xxxxxxxx-Xxxxxx Xxxx,
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Att'n: Corporate Secretary
Any notice pursuant to this Agreement to be given or made by the Company or by
the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first- class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) as follows:
_____________________________
_____________________________
_____________________________
Any notice pursuant to this Agreement to be given or made by the Company or the
Warrant Agent to the registered holder of any Warrant shall be sufficiently
given or made (unless otherwise specifically provided for herein) if sent by
first-class mail, postage prepaid, addressed to said registered holder at his
address appearing on the Warrant register.
SECTION 18. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of any
holders of Warrants in order to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which will not materially adversely affect the
interest of the registered holders of the Warrants.
SECTION 19. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.
SECTION 20. GOVERNING LAW. This Agreement and each Warrant Certificate issued
hereunder shall be governed by and construed in accordance with the laws of the
State of New York.
SECTION 21. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or entity other than the Company and the Warrant
Agent and the holders of Warrants any legal or equitable right, remedy or claim
under this Agreement, but this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and the holders of Warrants.
SECTION 22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
[IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT--
SECTION 23. ACCELERATION OF WARRANTS BY THE COMPANY.
A. At any time on or after __________, the Company shall have the right to
accelerate any or all Warrants at any time by causing them to expire at
the close of business on the day next preceding a specified date (the
"Acceleration Date"), if the Market Price (as hereinafter defined) of the
Common Stock equals or exceeds __________ percent (_____%) of the then
effective Warrant Exercise Price, adjusted as if no changes in such Warrant
Exercise Price had been made pursuant to subsection 9B, on any 20 Trading
Days (as hereinafter defined) within a period of 30
12
consecutive Trading Days ending no more than five Trading Days before the
date on which the Company gives notice to the Warrant Agent of its election
to accelerate the Warrants.
B. "Market Price" for each Trading Day shall be, if the [Common/Preferred
Stock is] [Depositary Shares are] listed or admitted for trading on the
New York Stock Exchange, the last reported sale price, regular way (or, if
no such price is reported, the average of the reported closing bid and
asked prices, regular way) of [Common/Preferred Stock] [Depositary Shares],
in either case as reported on the New York Stock Exchange Composite Tape
or, if the [Common/Preferred Stock is] [Depositary Shares are] not listed
or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which [Common/Preferred Stock is]
[Depositary Shares are] are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the
National Market System of NASDAQ or, if not listed or admitted to trading
on any national securities exchange or quoted on the National Market System
of NASDAQ, the average of the closing high bid and low asked prices in
the over-the-counter market, as reported by NASDAQ, or such other system
then in use, or if on any such date the [shares of Common/Preferred
Stock] [Depositary Shares] are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by any New York
Stock Exchange firm selected from time to time by the Company for that
purpose. "Trading Day" shall be each Monday through Friday, other than
any day on which securities are not traded in the system or on the exchange
that is the principal market for the [Common/Preferred Stock] [Depositary
Shares], as determined by the Board of Directors of the Company.
C. In the event of an acceleration of less than all of the Warrants, the
Warrant Agent shall select the Warrants to be accelerated by lot, pro rata
or in such other manner as it deems, in its discretion, to be fair and
appropriate.
D. Notice of an acceleration specifying the Acceleration Date shall he sent
by mailing first class, postage prepaid, to each registered holder of a
Warrant Certificate representing a Warrant accelerated at such holder's
address appearing on the Warrant register not more than 60 days nor less
than 30 days before the Acceleration Date. Such notice of an acceleration
also shall be given no more than 20 days, and no less than 10 days,
before the mailing of notice to registered holders of Warrants pursuant to
this Section, by publication at least once in a newspaper of general
circulation in the City of New York.
E. Any Warrant accelerated may be exercised until [ ] p.m., [City]
time, on the business day next preceding the Acceleration Date. The
Warrant Exercise Price shall be payable as provided in Section 5.]
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
ALLIED WASTE INDUSTRIES, INC.
By
-------------------------------------
Its
------------------------------------
Attest:
-----------------------------
, as Warrant Agent
----------------------
By
-------------------------------------
Its
------------------------------------
Attest:
-----------------------------
14
EXHIBIT A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[IF WARRANTS ARE ATTACHED TO OTHER Before ____, this Warrant Certificate
SECURITIES AND ARE NOT IMMEDIATELY cannot be transferred or exchanged
DETACHABLE. unless attached to a [Title of Other
Securities].]
[FORM OF LEGEND IF WARRANTS ARE NOT Before ____, Warrants evidenced by this
IMMEDIATELY EXERCISABLE. Warrant Certificate cannot be
exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER [ ] P.M., [CITY] TIME, ON ____, 200_
ALLIED WASTE INDUSTRIES, INC.
WARRANTS TO PURCHASE
WARRANT CERTIFICATE REPRESENTING
[Title of Warrant Debt Securities]
No. __________ ________________________
Warrants
This certifies that ______________________ or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT
IMMEDIATELY DETACHABLE -, subject to the registered owner qualifying as a
"Holder" of this Warrant Certificate, as hereinafter defined] to purchase, at
any time [after [ ] p.m., [City] time, _______________ on __________________
and] on or before [ ] p.m., [City] time, on __________________________,
shares of [Title of Warrant Securities] (the "Warrant Securities"), of Allied
Waste Industries, Inc. (the "Company") on the following basis: during the period
from ______________________, through and including ___________________________,
the exercise price of each Warrant will be ___________________________; during
the period from _____________________, through and including
___________________________, the exercise price of each warrant will be
_________________________ (the "Warrant Price"). No adjustment shall be made for
any dividends on any Warrant Securities issuable upon exercise of any Warrant.
The Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full [in lawful money
of the United States of America] [in cash or by certified check or official bank
check or by bank wire transfer, in each case,][by bank wire transfer] in
immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed, at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ], which is, on the date
hereof, at the address specified on the reverse hereof, and upon compliance with
and subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).
The term "Holder" as used herein shall mean [IF WARRANTS ARE ATTACHED TO
OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -] before _____________,
200__ (the "Detachable Date"), the registered owner of the Company's [title of
Other Securities] to which this Warrant Certificate was initially attached, and
after such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4 of the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form. Upon any exercise
of fewer than all of the Warrants evidenced
by this Warrant Certificate, there shall be issued to the Holder hereof a new
Warrant Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement dated as of _____________, 200_ (the "WARRANT AGREEMENT") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above--mentioned office of the Warrant
Agent [and at ].
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY
DETACHABLE--Before the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities] (the
"Other Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Additionally, on or before the Detachable
Date, each transfer of such Other Securities or register of transfer of the
Other Securities shall operate also to transfer or register the transfer of this
Warrant Certificate. After such date, transfer of this] [IF WARRANTS ARE
ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE--Transfer of
this] Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent [or ]
by the registered owner or such owner's assigns, in person or by an attorney
duly authorized in writing, in the manner and subject to the limitations
provided in the Warrant Agreement.
[IF OTHER SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OTHER SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANT
ALONE--After] countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent [or ]for Warrant
Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the Holder hereof to any of the
rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of dividends or distributions, if any,
on the Warrant Securities or to exercise any voting rights.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
2
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in
its name and on its behalf by the facsimile signatures of its duly authorized
officers.
Dated: , 200
--------------- --
ALLIED WASTE INDUSTRIES, INC.
By
-------------------------------------
Its
------------------------------------
ATTEST:
Countersigned:
----------------------
As Warrant Agent
By
----------------------------------
Authorized Signature
3
[REVERSE OF WARRANT CERTIFICATE)
The securities represented by this certificate are subject to restrictions
on transfer for the purpose of the Corporation's maintenance of its status as a
"real estate investment trust" under the Internal Revenue Code of 1986, as
amended. Except as otherwise provided pursuant to the charter of the
Corporation, no Person may Beneficially Own or Constructively Own shares of any
class or series of the Corporation's Common or Preferred Stock in excess of 9.8%
(or such greater percentage as may be determined by the Board of Directors of
the Corporation) of the value or number of shares outstanding (whichever is more
restrictive) of such class or series of the Corporation's Common or Preferred
Stock. Any Person who attempts or proposes to Beneficially Own or Constructively
Own shares of Equity Stock in excess of the above limitation must notify the
Corporation in writing at least 15 days prior to such proposed or attempted
Transfer. AM capitalized terms in this legend have the meanings defined in the
charter of the Corporation, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests. If
the restrictions on transfer are violated, the securities represented hereby may
be automatically transferred to a trust for the benefit of one or more
charitable organizations to be designated by the Corporation.
(INSTRUCTIONS FOR EXERCISE OF WARRANTS)
To exercise the Warrants evidenced hereby, the Holder must pay, [in United
States dollars] [in cash or by certified check or official bank check or by bank
wire transfer, in each case] [by bank wire transfer in immediately available
funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent]
[address of Warrant Agent], Attn: ____________, which payment must specify the
name of the Holder and the number of Warrants exercised by such Holder. In
addition, the Holder must complete the information required below and present
this Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth above.
This Warrant Certificate, completed and duly executed, must be received by the
Warrant Agent within five business days of the payment.
TO BE EXECUTED UPON EXERCISE OF WARRANTS
The undersigned hereby irrevocably elects to exercise _____________________
Warrants, evidenced by this Warrant Certificate, to purchase _______ shares of
the [Title of Warrant Securities] (the "Warrant Securities") of Allied Waste
Industries, Inc. and represents that he or she has tendered payment for such
Warrant Securities [in Dollars] [in cash or by certified check or official bank
check or by bank wire transfer, in each case][by bank wire transfer in
immediately available funds] to the order of Allied Waste Industries, Inc., c/o
[insert name and address of Warrant Agent], in the amount of _________ in
accordance with the terms hereof. The undersigned requests that said principle
amount of Warrant Securities be in fully registered form in the authorized
denominations, registered in such names and delivered all as specified in
accordance with the instructions set forth below.
4
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated Name
------------------------------- -----------------------------------
(Please Print)
Address
------------------------------------- --------------------------------
(Insert Social Security or Other
Identifying Number of Holder)
Signature Guaranteed Signature
------------------------------
-------------------------------------
[FOR REGISTERED WARRANTS--Signature must conform in all respects to
name of holder as specified on the face of this Warrant Certificate
and must bear a signature guarantee by a bank, trust company or
memberbroker of the New York, Midwest or Pacific Stock Exchange]
This Warrant may be exercised at the following addresses:
By hand at
-----------------------------
By hand at
-----------------------------
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]
5
ASSIGNMENT
(Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
___________________________________________________________________
Print or Type Name
___________________________________________________________________
Street Address
___________________________________________________________________
City State Zip Code
Social Security or other Identifying Number __________________________
the right represented by the within Warrant to purchase ____________ Shares of
[Common Stock/Preferred Stock] [($.01 par value)] of Allied Waste Industries,
Inc. to which the within Warrant relates and appoints __________ attorney to
transfer such right on the books of the Warrant Agent with full power of
substitution in the premises.
Dated:
------------------------------ ----------------------------------------
Signature (Signature must conform in all
respects to name of holder as specified
on the face of the Warrant)
Signature Guaranteed
-------------------------------------
6
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TABLE OF CONTENTS
[COMMON/PREFERRED STOCK] [DEPOSITARY SHARE] WARRANT AGREEMENT
Exhibit A
ASSIGNMENT (Form of assignment to be executed if Warrant Holder desires to
transfer Warrant)
