Common use of Manner and Basis of Converting Shares Clause in Contracts

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-It, no par value per share (the "Tos-It Common Stock"), which shall be issued and outstanding (other than shares of Tos-It Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Tos-It Common Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Tos-It Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-ItGrand, no $10.00 par value per share (the "Tos-It Grand Common Stock"), which shall be issued and outstanding (other than shares of Tos-It Grand Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) )shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Tos-It Grand Common Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Tos-It Grand Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Grand Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-ItTrashaway, no $1.00 par value per share (the "Tos-It Trashaway Common Stock"), which shall be issued and outstanding (other than shares of Tos-It Trashaway Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Tos-It Trashaway Common Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Tos-It Trashaway Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Trashaway Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-ItDuncxx, no $000.00 par value per share (the "Tos-It Common Duncxx Xxxmon Stock"), which shall be issued and outstanding (other than shares of Tos-It Common Duncxx Xxxmon Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) )shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Tos-It Common Duncxx Xxxmon Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Tos-It Common Duncxx Xxxmon Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Common Duncxx Xxxmon Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-ItWes Xxx, no $1.00 par value per share (the "Tos-It Wes Xxx Common Stock"), which shall be issued and outstanding (other than shares of Tos-It Wes Xxx Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Tos-It Wes Xxx Common Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Tos-It Wes Xxx Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Wes Xxx Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.