SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 22. SUBSEQUENT EVENTS On February 8, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Republic Services, Inc., a Delaware corporation (“Republic”), and Bronco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Republic (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Republic. At the effective time of the Merger, each share of our common stock issued and outstanding immediately prior to the effective time (other than shares of our common stock owned by Republic or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the effective time or for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), will be converted into the right to receive $48.00 per share in cash, without interest. The consummation of the Merger is subject to certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of our common stock, (ii) (a) the expiration or termination of any waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, (b) receipt of other required regulatory approvals, and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger. Each of Republic’s, Merger Sub’s, and our obligation to consummate the Merger is also subject to additional customary conditions, including (x) subject to specific standards, the accuracy of the representations and warranties of the other party, and (y) performance in all material respects by the other party of its obligations under the Merger Agreement. The Merger Agreement also includes customary termination provisions for both the Company and Republic and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, we will be required to pay Republic a termination fee of $46.3 million, including if (i) Republic terminates the Merger Agreement because the Board changes its recommendation regarding the Merger Agreement, (ii) the Company terminates the Merger Agreement prior to the receipt of the Company stockholder approval to enter into an acquisition agreement with a third-party with respect to a superior proposal or (iii) Republic or the Company terminates the Merger Agreement in certain circumstances and, in any such case, prior to such termination, a takeover proposal by a third-party shall have been publicly disclosed and not publicly withdrawn and within 12 months following the date of termination, the Company shall have entered into an alternative transaction agreement (whether or not relating to a takeover proposal made, communication or publicly disclosed prior to the termination of the Merger Agreement). The Merger Agreement also provides that if the Merger Agreement is terminated because (i) of the issuance of a nonappealable court order or legal restraint prohibiting the transaction for antitrust reasons or (ii) the transactions have not been consummated by August 8, 2023, and at such time, antitrust approval for the transaction has not been obtained but the other conditions to Closing have been satisfied, then Republic will be required to reimburse the Company for 50% of its reasonable and documented out-of-pocket expenses incurred in connection with the Merger up to $5.0 million (i.e., Republic’s reimbursement shall not exceed $2.5 million). The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Merger Agreement filed herewith as Exhibit 2.1.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

NOTE 22. SUBSEQUENT EVENTS

On February 8, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Republic Services, Inc., a Delaware corporation (“Republic”), and Bronco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Republic (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Republic.

At the effective time of the Merger, each share of our common stock issued and outstanding immediately prior to the effective time (other than shares of our common stock owned by Republic or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the effective time or for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), will be converted into the right to receive $48.00 per share in cash, without interest.

The consummation of the Merger is subject to certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of our common stock, (ii) (a) the expiration or termination of any waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, (b) receipt of other required regulatory approvals, and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger. Each of Republic’s, Merger Sub’s, and our obligation to consummate the Merger is also subject to additional customary conditions, including (x) subject to specific standards, the accuracy of the representations and warranties of the other party, and (y) performance in all material respects by the other party of its obligations under the Merger Agreement.

The Merger Agreement also includes customary termination provisions for both the Company and Republic and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, we will be required to pay Republic a termination fee of $46.3 million, including if (i) Republic terminates the Merger Agreement because the Board changes its recommendation regarding the Merger Agreement, (ii) the Company terminates the Merger Agreement prior to the receipt of the Company stockholder approval to enter into an acquisition agreement with a third-party with respect to a superior proposal or (iii) Republic or the Company terminates the Merger Agreement in certain circumstances and, in any such case, prior to such termination, a takeover proposal by a third-party shall have been publicly disclosed and not publicly withdrawn and within 12 months following the date of termination, the Company shall have entered into an alternative transaction agreement (whether or not relating to a takeover proposal made, communication or publicly disclosed prior to the termination of the Merger Agreement).

The Merger Agreement also provides that if the Merger Agreement is terminated because (i) of the issuance of a nonappealable court order or legal restraint prohibiting the transaction for antitrust reasons or (ii) the transactions have not been consummated by August 8, 2023, and at such time, antitrust approval for the transaction has not been obtained but the other conditions to Closing have been satisfied, then Republic will be required to reimburse the Company for 50% of its reasonable and documented out-of-pocket expenses incurred in connection with the Merger up to $5.0 million (i.e., Republic’s reimbursement shall not exceed $2.5 million).

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Merger Agreement filed herewith as Exhibit 2.1.