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EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") dated August
15, 1997, is entered into by and between TransAmerican Waste Industries, Inc.,
a Delaware corporation (the "Company") and Xxxxxx X. Xxxxx, Xx. (the "Holder").
This Agreement evidences that for good and valuable consideration, the receipt
and sufficiency of which is acknowledged, the Company and the Holder agree as
follows:
ARTICLE 1. INTRODUCTION
Section 1.1 Recitals. In connection with the receipt by the Company of
a loan from Southwest Bank of Texas, N.A. (the "Loan"), Holder personally
guaranteed the Loan. As consideration for such guarantee, the Company issued to
Holder a Warrant to purchase 1,500,000 shares of the Company's Common Stock for
$1.63 per share (the "Warrants"). The 1,500,000 shares of the Company's Common
Stock purchasable upon the exercise of the Warrant are referred to herein as
the "Warrant Shares".
Section 1.2 Definitions. Certain capitalized terms used in this
Agreement are defined in Article 6 hereof; references to sections shall be to
sections of this Agreement.
ARTICLE 2. DEMAND REGISTRATION
Section 2.1 Demand Registration.
(a) At any time after August 15, 2000, the Holder may
request in writing that the Company effect the registration under the
Securities Act the resale of all or part of the Holder's Warrant
Shares. Such request shall specify the intended method of disposition
thereof and whether or not such requested registration is to be an
underwritten offering. Promptly after receiving such request, the
Company will use its best efforts to effect the registration under
the Securities Act of the Warrant Shares which the Company has been so
requested to register by the Holder. Notwithstanding the foregoing,
if at the time of any request to register Warrant Shares pursuant to
this Section 2.1 the Company is engaged in, or has definitive plans to
engage in, within 90 days of the time of such request, a registered
public offering, or is otherwise engaged in any other activity which,
in the good faith determination of the Board of Directors of the
Company, would be materially adversely affected by the requested
registration to the material detriment of the Company, then the
Company may at its option direct that such request be delayed for a
reasonable period not in excess of (x) 120 days from the effective
date or termination of such offering or (y) 80 days from the date of
completion or termination of such other material activity, as the case
may be, such right to delay a request to be exercised by the Company
not more than once in any one-year period; provided, however, that if
the Company does not file or abandons its plan for a registered
offering or material transaction, then such request shall promptly
proceed.
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Holder shall have no further rights pursuant to this Section 2.1, and
this Section shall be null and void and of no further effect, in the
event that (i) the Company has filed a registration statement and
notified Holder pursuant to Article 3 of this Agreement and Holder
has, through action or inaction, chosen not to include the Warrant
Shares in such registration statement or (ii) the Warrant Shares may
be sold pursuant to Rule 144(K) under the Securities Act.
(b) The Company shall keep the Registration Statement current
and effective until the earlier of (i) four years from the date it
becomes effective or (ii) the Warrant Shares may be resold under Rule
144(k) promulgated under the Securities Act. The Company shall
supplement or make amendments to the Registration Statement, if
required by the registration form used by the Company, the
instructions thereto, the Securities Act or the rules and regulations
of the Commission. The Company will furnish the Holder a copy of all
such supplements or amendments at least one business day prior to
filing such supplement or amendment.
(c) The Company shall be entitled to require that the Holder
refrain from effecting any purchases or public sales or distributions
of the Warrant Shares pursuant to a Registration Statement that has
been declared effective by the Commission, if the board of directors
of the Company reasonably determines that such public sales or
distributions would interfere in any material with any transaction
involving the Company that the board of directors reasonably
determined to be material to the Company. The Company will notify the
Holder of such an event pursuant to Section 4.1(g). In the event of a
request by the board of directors of the Company that the Holder
refrain from effecting any purchases or public sales or distributions
of the Warrant Shares or offering any Warrant Shares pursuant to the
Registrant Statement, the Company shall be required (i) to lift such
restrictions regarding effecting public purchases or sales or
distributions of the Warrant Shares, as the case may be, as soon as
reasonably practicable after the board of directors shall reasonably
determine public sales or distributions by the Holder of the Warrant
Shares shall not interfere with such transaction and (ii) to deliver
an amended prospectus disclosing the material event, if necessary;
provided, that in no event shall any requirement that the Holder
refrain from effecting public sales or distributions in the Warrant
Shares extend for more than 90 days.
Section 2.2 Effective Registration Statement. A registration of
Warrant Shares pursuant to this Article 2 shall not be deemed to have been
effective (i) unless a Registration Statement with respect to the Warrant
Shares has become effective, provided that a Registration Statement which does
not become effective after the Company has filed such Registration Statement
solely by reason of the refusal to proceed by the Holder (other than a refusal
to proceed based upon the advice of counsel relating to a matter related solely
to the Company) shall be deemed to have been effected by the Company unless the
Holder shall have elected to pay all Registration Expenses in connection with
such registration; or (ii) if, after it has become effective, such registration
is withdrawn by the Company (other than at the request of the Holder),
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason prior to the
expiration of a
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ninety-day period following the effectiveness of such Registration Statement,
or (iii) if the conditions to closing specified in any purchase agreement or
underwriting agreement entered into in connection with such registration are
not satisfied due to some act or omission by the Company.
Section 2.3 Underwriting. If the Registration Statement required by
this Article 2 is filed pursuant to an underwritten offering, the right of the
Holder to registration pursuant to Section 2.1 shall be conditioned upon such
Holder's participation in such reasonable underwriting arrangements as the
Company shall make regarding the offering, and the inclusion of Warrant Shares
in the underwriting shall be limited to the extent provided herein. The Holder
shall (together with the Company and the other holders distributing their
securities through such underwriting) enter into an underwriting agreement in a
customary form with the managing underwriter selected for such underwriting by
the Company. If the managing underwriter concludes in its reasonable judgment
that the number of shares to be registered for selling stockholders (including
the Holder) would materially adversely effect such offering and exceeds the
number of shares which can be sold in such offering within a price range
reasonably acceptable to the underwriter, the Company and the Holder, then the
Holder shall be given written notice thereof stating the basis for such belief
and the number of Shares to be registered. The shares, together with the number
of shares of Common Stock or other securities subject to a contractual right to
participate in the offering, held by Persons that have notified the Company of
their intent to be included and registered in such offering, shall be reduced
on a pro rata basis based on the number of Warrant Shares proposed to be sold
by the Holder as compared to the number of shares proposed to be sold by all
stockholders. If the Holder disapproves of the terms of any such underwriting,
it may elect to withdraw therefrom by written notice to the Company and the
managing underwriter, delivered not less than ten days before the effective
date. Any securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration, and shall not be transferred in a public
distribution prior to 90 days after the effective date of the registration
statement relating thereto, or such other shorter period of time as the
underwriters may require. If Holder effect the sale of less than all his
Warrant Shares in such underwritten offering, the Company shall have the
continuing obligation to effect the registration of the remaining Warrant
Shares pursuant to Section 2.1 hereof.
ARTICLE 3. "PIGGY-BACK" REGISTRATION
Section 3.1 Right to Include Registrable Securities. Except as set
forth below, if the Company at any time proposes to file a Registration
Statement under the Act covering any of its securities other than (i) a
registration on Form X-0, Xxxx X-0, or any successor or similar forms, or (ii)
a shelf registration under Rule 415 under the Act for the sole purpose of
registering shares to be issued in connection with the acquisition of assets,
whether or not for sale for its own account, it will each such time give prompt
written notice to the Holder of its intention to do so and of the Holder's
rights under this Article 3. Upon the written request of the Holder made within
30 days after the receipt of any such notice (which request shall specify the
Warrant Shares intended to be disposed of by the Holder and the intended method
of disposition thereof), the Company will use its best efforts to effect the
registration under the Act of all Warrant Shares which the Company has been so
requested to register by the Holder, to
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the extent required to permit the disposition in accordance with the intended
methods of disposition, by inclusion of such Warrant Shares in the Registration
Statement which covers the securities that the Company proposes register
("Piggy-Back Right"); provided, that if, at any time after giving written
notice of its intention to register any securities and prior to the effective
date of the Registration Statement filed in connection with such registration,
the Company shall determine for any reason either not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to the Holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Warrant Shares in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith), without
prejudice, subject to the rights of the Holder under Article 2 and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering any Warrant Shares, for the same period as the delay in registering
such other securities. The Company shall have no further obligation, and the
Holder shall have no rights, pursuant to any provision of this Article 3 after
the earlier of (a) five years from the date hereof or (b) the Warrant Shares
may be sold under Rule 144(k) promulgated under the Act. No registration
effected under this Article 3 shall relieve the Company of its obligation to
effect any registration under Article 2 unless all the Warrant Shares are
included in such registration.
Section 3.2 Priority in Piggy-Back Registrations. If (i) a
registration pursuant to Article 3 involves an underwritten offering of the
securities being registered, whether or not for sale for the account of the
Company, to be distributed by or through one or more underwriters under
underwriting terms appropriate for such a transaction, and (ii) the managing
underwriter of such underwritten offering shall inform the Company and the
Holder by letter of its belief that the distribution of all or a specified
number of such Warrant Shares concurrently with the securities being
distributed by such underwriters would interfere with the successful marketing
of the securities being distributed by such underwriters (such writing to state
the basis of such belief and the approximate number of such Warrant Shares
which may be distributed without such effect), then the Company may, upon
written notice to the Holder, reduce pro rata (if and to the extent stated by
such managing underwriter to be necessary to eliminate such effect) the number
of such Warrant Shares and securities proposed to be sold by any Person other
than the Company the registration of which shall have been requested by the
Holder and each security holder so that the resultant aggregate number of such
securities so included in such registration shall be equal to the number of
shares stated in such managing underwriter's letter.
ARTICLE 4. REGISTRATION PROCEDURES
Section 4.1 Preparation of Filings. If and whenever the Company is
required to use its best efforts to effect the registration of any Warrant
Shares under the Act as provided in Articles 2 or 3 the following shall apply:
(a) Registration Statement. The Company shall promptly
prepare and file with the Commission the requisite Registration
Statement to effect such registration (including such audited
financial statements as may be required by the Act or the rules and
regulations promulgated thereunder) and thereafter use its reasonable
best efforts to cause
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such Registration Statement to become and remain effective; provided,
however, that the Company may withdraw any registration of its
securities at any time prior to the effective date of the Registration
Statement relating thereto; provided further, that before filing to
such Registration Statement or any amendments thereto, the Company
will furnish to the Holder and its counsel copies of all such
documents proposed to be filed.
(b) Amendments. The Company shall prepare and file with the
Commission such amendments, post-effective amendments and supplements
to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Act with respect to
the disposition of all securities covered by such Registration
Statement for the time periods specified in Section 2.1(b).
(c) Copies of Documents. The Company shall furnish to the
Holder and each underwriter, if any, of the securities being sold by
the Holder such number of conformed copies of such Registration
Statement and of each amendment and supplement thereto (in each case
including all exhibits to such Registration Statement), such number of
copies of the prospectus contained in such Registration Statement
(including each preliminary prospectus and any summary prospectus) and
any other prospectus filed pursuant to Rule 424 under the Act and such
other documents, as the Holder and underwriter, if any, may reasonably
request in order to facilitate the public sale or other disposition of
the securities owned by the Holder (it being understood that the
Company consents to the use of the prospectus and any amendments or
supplement thereto by the Holder and the underwriter or underwriters,
if any, in connection with the offering and sale of securities covered
by the prospectus or any amendment or supplement thereto).
(d) Blue-Sky. The Company will use its reasonable best
efforts to register or qualify all Warrant Shares under the securities
laws or blue sky laws of the jurisdictions as the Holder and any
underwriter of the securities being sold by the Holder shall
reasonably request, to keep such registrations or qualifications in
effect for so long as such Registration Statement remains in effect,
and take any other action which may be reasonably necessary or
advisable to enable the Holder and underwriter to consummate the
disposition in such jurisdictions of the securities owned by the
Holder, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of
this subsection (d) be obligated to be so qualified, or to consent to
general service of process in any such jurisdiction.
(e) Expenses. The Company will pay all Registration Expenses
in connection with any registration effected pursuant to Article 2 or
Article 3.
(f) Other Approvals. The Company will use its reasonable best
efforts to cause all Warrant Shares covered by such Registration
Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the Holder to
consummate the intended disposition of such securities.
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(g) Notice of Events. The Company will notify the Holder at
any time when a prospectus relating to such Holder is required to be
delivered under the Act, upon the Company's discovery that, or upon
the happening of any event as a result of which, the prospectus
included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which
they were made. At the request of the Holder, the Company will
promptly prepare and furnish to the Holder and each underwriter, if
any, a reasonable number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances
under which they were made.
(h) Listing. The Company will cause all Warrant Shares
covered by the Registration Statement to be listed on each securities
exchange or traded or quoted on each market on which the same class of
securities issued by the Company are then listed, traded or quoted.
(i) Transfer Agent. The Company will provide a transfer
agent, registrar and a CUSIP number for all Warrant Shares no later
than the effective date of such Registration Statement.
Section 4.2 Data from the Shareholders. The Company may require the
Holder to furnish the Company, and Holder agrees to provide to the Company,
such information regarding the Holder and the distribution of such securities
as the Company may from time to time reasonably request in writing.
Section 4.3 Discontinuance of Use of Prospectus. The Holder agrees by
acquisition of such Warrant Shares that, upon receipt of any written notice
from the Company of the occurrence of any event of the kind described in
Section 4.1(g), the Holder will forthwith discontinue the Holder's offer of
Warrant Shares pursuant to the Registration Statement relating to such Warrant
Shares until the Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4.1(g) and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in the Holder's possession of the prospectus
relating to such Warrant Shares at the time of receipt of such notice.
Section 4.4 Underwritten Offerings. If requested by the underwriters
for any underwritten offering by the Holder pursuant to a registration under
Article 2 or Article 3, the Company will enter into an underwriting agreement
with such underwriters for such offering, such agreement to be reasonably
satisfactory in form and substance to the Company, the Holder and the
underwriters, and to contain such representations and warranties by the Company
and such other terms as are generally prevailing in agreements of this type.
The Holder will cooperate with the Company in the negotiation of the
underwriting agreement. The Holder shall be a party to such underwriting
agreement.
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Section 4.5 Preparation: Reasonable Investigation. In connection with
the preparation and filing of each Registration Statement under the Act
pursuant to this Agreement, the Company will give the Holder, and its counsel
and accountants, the opportunity to participate in the preparation of such
Registration Statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto.
ARTICLE 5. INDEMNIFICATION
Section 5.1 Indemnification by the Purchaser. In the event of any
registration of any securities of the Company under the Act, the Company will,
and hereby does, severally indemnify and hold harmless in the case of any
registration statement filed pursuant to Article 2 or 3, the Holder and each
underwriter, if any, of the Holder's securities, and each person who controls
the Holder or the underwriter within the meaning of Section 15 of the Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Holder may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement under which such securities were registered under the
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company will
reimburse the Holder for any legal or any other expenses reasonably incurred by
him in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company through an
instrument duly executed by the Holder, specifically stating that it is for use
in the preparation thereof and, provided further that the Company shall not be
liable to any Person who participates as an underwriter, in the offering or
sale of Warrant Shares or to any other Person, if any, who controls such
underwriter within the meaning of the Act, in any such case to the extent that
any such loss, claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of such Person's failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended,
within the time required by the Act to the Person asserting an untrue statement
or alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of Warrant Shares to such Person if such
statement or omission was corrected in such final prospectus. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Holder of any such director, officer, and shall survive the
transfer of such securities by such holder.
Section 5.2 Indemnification by the Seller. To the extent permitted by
law, the Holder will indemnify the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
Registration Statement, each person who controls
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the Company or such underwriter within the meaning of Section 15 of the Act, and
each other person selling the Company's securities, covered by such Registration
Statement, each of such person's officers and directors and each person
controlling such persons within the meaning of Section 15 of the Act, against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any such Registration Statement, prospectus,
offering circular or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Holder of any
rule or regulation promulgated under the Act applicable to the Holder and
relating to action or inaction required of the Holder in connection with any
such registration, qualification or compliance, and will reimburse the Company,
such other persons, such directors, officers, persons, underwriters or control
persons for any legal or other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by the Holder specifically for use therein. In addition, insofar as the
foregoing indemnity relates to any such untrue statement (or alleged untrue
statement) or omission (or alleged omission) made in the preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the Commission
at the time the Registration Statement becomes effective or in the final
prospectus filed pursuant to applicable rules of the Commission or in any
supplement or addendum thereto, the indemnity agreement herein shall not inure
to the benefit of the Company, any underwriter if a copy of the final prospectus
filed pursuant to such rules, together with all supplements and addenda thereto,
was not furnished to the person or entity asserting the loss, liability, claim
or damage at or prior to the time such furnishing is required by the Act.
Section 5.3 Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Sections 5.1 or 5.2 such indemnified party
will, if a claim in thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action, provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under Sections 5.1 or 5.2,
except to the extent that the indemnifying party is actually prejudiced by such
failure to give notice. In case any such action is brought against an
indemnified party, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that the indemnifying
party may wish, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter
into any settlement of any such action which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of
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a release from all liability, or a covenant not to xxx, in respect to such
claim or litigation. No indemnified party shall consent to entry of any
judgment or enter into any settlement of any such action the defense of which
has been assumed by an indemnifying party without the consent of such
indemnifying party.
Section 5.4 Indemnification Payments. The indemnification required by
this Article 5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
ARTICLE 6. DEFINITIONS
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
Act: means the Securities Act of 1933, or any similar Federal
statute, and the rules and regulations of the Commission thereunder,
all as of the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933 shall include a
reference to the comparable section, if any, of any such similar
Federal statute.
Commission: means the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act.
Exchange Act: means the Exchange Act of 1934, or any
federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference
to a particular section of the Securities Exchange Act of 1934 shall
include a reference to the comparable section, if any, of any such
similar federal statute.
Person: means a corporation, as association, a partnership, an
organization, business, an individual, a governmental or political
subdivision thereof or a governmental agency.
Registration Expenses: means all expenses incident to the
Company's performance of or compliance with Article 2 or 3, including,
without limitation, all registration, filing, listing, and NASD fees,
all fees and expenses of complying with securities or blue sky laws,
all word processing, duplicating, printing and engraving expenses,
messenger and delivery expenses, the fees and disbursements of counsel
for the Company and of its independent public accountants, including
the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance, premiums and other
costs of policies of insurance against liabilities arising out of the
public offering of the Warrant Shares being registered and any fees
and disbursements of underwriters customarily paid by issuers or
sellers of securities, but excluding underwriting discounts and
commissions and transfer taxes, if any.
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Warrant Shares: means the 1,500,000 shares of the Company's
Common Stock purchased or purchasable by the holder of the Warrant issued to
the Holder dated as of the date hereof upon the exercise of such Warrant.
ARTICLE 7. MISCELLANEOUS
Section 7.1 Remedies. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach hereof
and hereby agrees to waive the defense in any action for specific performance
of such an obligation that a remedy at law would be adequate.
Section 7.2 Assignment. This Agreement shall not be assignable by
either party hereto without the written consent of the other party.
Section 7.3 Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
Section 7.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAWS OF THE STATE OF TEXAS WITHOUT PREJUDICE TO THE PRINCIPLES OF
CONFLICTS OF LAW.
Section 7.5 Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all such counterparts together constitute one and the same
instrument.
Section 7.6 Entire Agreement. This Agreement embodies the entire
agreement and understanding between the Company and the Holder and supersedes
all prior agreements and understandings relating to the subject matter hereof.
Section 7.7 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained not be affected or impaired thereby.
Section 7.8 Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent of the Holder.
Section 7.9 Notices. Except as otherwise provided in this Agreement,
all communications provided for hereunder shall be in writing and sent by
first-class mail, postage prepaid, and (a) if addressed to the Holder, at X.X.
Xxx 00000, Xxxxxxx, Xxxxx 00000 or (b) if addressed to the Company, 00000
Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 to the attention of its President.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
TRANSAMERICAN WASTE INDUSTRIES, INC.
By: /s/ J. XXXXX XXXXX
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Name: J. Xxxxx Xxxxx
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Title: Sr. Vice President
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/s/ XXXXXX X. XXXXX, XX.
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Xxxxxx X. Xxxxx, Xx.
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