Common use of Conduct of Business by the Company Pending the Merger Clause in Contracts

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure Schedule, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters or bylaws, (ii) split, combine or reclassify their outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Company; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share of, or any options, warrants or rights of any kind to acquire any share of their capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof; (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes in the ordinary course of business or (B) borrowing to refinance existing indebtedness on terms which are reasonably acceptable to Parent, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make any acquisition of any assets or businesses other than expenditures for fixed or capital assets in the ordinary course of business, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law; (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or business, (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable comparable with or better than those at the date hereof, or (C) borrowings to Parentfund distributions to Stockholders of the accumulated adjustment account, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholders (except to the extent of any assets or businesses other than expenditures for fixed or capital assets non-stock consideration, if any, received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable to Parentcomparable with or better than those at the date hereof, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholders (except to the extent of any assets or businesses other than expenditures for fixed or capital assets cash received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure Schedule, after After the date hereof and prior to the Closing Date or earlier termination of this AgreementDate, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective its charters or bylaws, (ii) split, combine combine, reorganize, reclassify, recapitalize or reclassify take any similar action with respect to their outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Company; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share of, or any options, warrants or rights of any kind to acquire any share of of, their capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof; (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes in the ordinary course of business or (B) borrowing to refinance existing indebtedness on terms which are reasonably acceptable to Parentmoney, (ii) redeem, purchase, acquire or offer to redeem, purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make any acquisition of any assets or businesses other than expenditures for fixed or capital assets in the ordinary course of businessbusiness not exceeding $10,000 in any instance or $50,000 in the aggregate, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (hg) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law; (ih) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (ji) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (j) not make any change in the Company's financial Tax or accounting methods, practices or policies, or in any assumption underlying such a method, practice or policy; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority governmental authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser Parent such information as Purchaser Parent may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary Merger Sub as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary Merger Sub to conduct the business of the Company and its subsidiariesCompany, as currently conducted; (m) not enter into or assume any contracts or agreements having a value or imposing an obligation upon the Company in excess of $10,000 annually and all contracts or agreements having a value to or imposing an obligation on the Company that have remaining obligations of $50,000 or more, regardless of the annual payment; (n) maintain its books of account and records in the usual, regular and ordinary manner consistent with past policies and practice; (o) not compromise, settle, grant any waiver or release relating to or otherwise adjust any litigation or claims of any nature whatsoever pending against the Company; (p) not take any action or omit to take any action, which action or omission would result in a breach of any of the representations and warranties set forth in this Agreement; and (mq) not make or commit to make any capital expenditures, except for capital expenditures in the event that ordinary course of business not in excess of $50,000 in the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22aggregate.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not not, except for shares issued to the Ridge Pallets, Inc. Profit Sharing Plan in connection with the transaction described in Section 7.13 hereof, issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable to Parentcomparable with or better than those at the date hereof, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholders (except to the extent of any assets or businesses other than expenditures for fixed or capital assets cash received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 5.01 of the Company Disclosure Schedule, after the date hereof and prior to the Closing Date Effective Time or earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective businesses in the ordinary and usual course of business and consistent with past practice, including with respect to casino credit policies; (b) not (i) amend or propose to amend their respective charters certificates of incorporation or bylawsbylaws or equivalent constitutional documents, (ii) split, combine or reclassify their outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by to the Company or a wholly-owned subsidiary of the Company to by a direct or indirect wholly-owned subsidiary of the Company; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of shares of, their capital stock of any class or any debt or equity securities convertible into or exchangeable for any such capital stock, except that the Company may issue shares upon conversion of convertible securities and the exercise of options and warrants Options outstanding on the date hereof; (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or borrowings under the existing credit facilities of the Company or of any of its subsidiaries up to the existing borrowing limit on the date hereof, and (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable to Parent; provided that in no event shall aggregate indebtedness of the Company and its subsidiaries, net of all cash and cash equivalents, exceed $______________, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stockstock other than in connection with the exercise of outstanding Options pursuant to the terms of the Company Option Plans, (iii) make any acquisition of any assets or businesses other than expenditures for current assets in the ordinary course of business and expenditures for fixed or capital assets in the ordinary course of business, (iv) without Parent's consent, acquire any gaming property in the State of Colorado, (v) sell, pledge, dispose of or encumber any assets or businesses other than (A) sales of businesses or assets disclosed in Section 5.01 of the Company Disclosure Schedule, (B) pledges or encumbrances pursuant to Existing Credit Facilities or other permitted borrowings, (C) sales of real estate, assets or facilities for cash consideration (including any debt assumed by the buyer of such real estate, assets or facilities) to non-affiliates of the Company of less than $______________ in each such case and $____________ in the aggregate, (D) sales or dispositions of businesses or assets as may be required by applicable law, and (E) sales or dispositions of assets in the ordinary course of business or (vvi) enter into any binding contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them and not engage in any action, directly or indirectly, with other than as expressly permitted by the intent to adversely impact the transactions contemplated by terms of this Agreement; (f) subject to restrictions imposed not enter into, amend, modify or renew any employment, consulting, severance or similar agreement with, or grant any salary, wage or other increase in compensation or increase in any employee benefit to, any director or officer of the Company or of any of its subsidiaries, except (i) for changes that are required by applicable law, confer on a regular and frequent basis (ii) to satisfy obligations existing as of the date hereof, or (iii) in the ordinary course of business consistent with one or more representatives of Parent to report operational matters of materiality and the general status of ongoing operationspast practice; (g) not enter into into, establish, adopt, amend or amend modify any employmentpension, severanceretirement, special pay arrangement with respect to termination of employment stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other similar arrangements employee benefit, incentive or agreements with welfare plan, agreement, program or arrangement, in respect of any directorsdirector, officers, officer or key employees, except in the ordinary course and consistent with past practice; provided however, that employee of the Company and or of any of its subsidiaries shall subsidiaries, except, in no event enter into each such case, as may be required by applicable law or by the terms of contractual obligations existing as of the date hereof, including any written employment collective bargaining agreement; (h) not adoptmake expenditures, including, but not limited to, capital expenditures, or enter into any binding commitment or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any employee or retireecontract to make expenditures, except (i) expenditures which the Company or its subsidiaries are currently contractually committed to make, (ii) other expenditures not exceeding $____________ individually or $_____________ in the aggregate, (iii) for emergency repairs and other expenditures necessary in light of circumstances not anticipated as required of the date of this Agreement which are necessary to comply avoid significant disruption to the Company's business or operations consistent with changes past practice (and, if reasonably practicable, after consultation with Parent), or (iv) for repairs and maintenance in applicable lawthe ordinary course of business consistent with past practice. With respect to the subject matter of this paragraph (h), if the Company requests approval of Parent to exceed the limits set forth herein, Parent shall respond to such request and grant or withhold approval promptly following receipt of such request; (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election unless required by law or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice authority regarding any material amount of Taxes or which would reasonably be expected to Parent of materially increase the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business obligations of the Company and its subsidiaries, as currently conducted; and (m) or the Surviving Corporation to pay Taxes in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22future.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or business, (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable comparable with or better than those at the date hereof, or (C) borrowings to Parentfund distributions to Stockholders of the accumulated adjustment account, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholder (except to the extent of any assets or businesses other than expenditures for fixed or capital assets non-stock consideration, if any, received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable to Parentcomparable with or better than those at the date hereof, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholder (except to the extent of any assets or businesses other than expenditures for fixed or capital assets cash received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Parent PalEx shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective its businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters its charter or bylawsby-laws, (ii) split, combine or reclassify their its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-owned subsidiary of the Company to the Companydescribed in SCHEDULE 6.1; (c) not not, except for shares issued to the Ridge Pallets, Inc. Profit Sharing Plan in connection with the transaction described in Section 7.13 hereof, issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional share shares of, or any options, warrants or rights of any kind to acquire any share of their shares of, its capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereof;. (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowing required for working capital purposes borrowings in the ordinary course of business or business, (B) borrowing borrowings to refinance existing indebtedness on terms which are reasonably acceptable comparable with or better than those at the date hereof, or (C) borrowings to Parentfund distributions to Stockholders of the accumulated adjustment account, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) make take or fail to take any acquisition action which action or failure would cause the Company or the Stockholders (except to the extent of any assets or businesses other than expenditures for fixed or capital assets non-stock consideration, if any, received in the ordinary course Merger) to recognize gain or loss for federal income tax purposes as a result of businessthe consummation of the Merger, (iv) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all reasonable efforts to preserve intact their respective its business organizations and goodwill, keep available the services of their respective its present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them it and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent PalEx to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust trust, fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law;law or in the ordinary course of business and consistent with past practices; and (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22.

Conduct of Business by the Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 6.1 of the Company Disclosure ScheduleAgreement, after the date hereof and prior to the Closing Date or earlier 32 termination of this Agreement, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to: (a) conduct their respective businesses in the ordinary and usual course of business and consistent with past practice; (b) not (i) amend or propose to amend their respective charters or bylawsBy-laws, (ii) split, combine or reclassify their outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions by a wholly-wholly owned subsidiary of the Company to the Company; (c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose ofof or otherwise cause to become outstanding, any additional share shares of, or any options, warrants or rights of any kind to acquire any share shares of their capital stock of any class or any debt or equity securities convertible into or exchangeable for such capital stock, except that the Company may issue shares (i) upon conversion of convertible securities and exercise of options and warrants outstanding on the date hereofhereof and (ii) in connection with the potential acquisitions described in Schedule 6.1; (d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (Ax) borrowing required for working capital purposes borrowings in the ordinary course of business or (By) borrowing borrowings to refinance existing indebtedness on indebtedness, the terms of which are shall be reasonably acceptable satisfactory to Parent, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or any options, warrants or rights to acquire any of its capital stock or any security convertible into or exchangeable for its capital stock, (iii) take any action which would jeopardize the treatment of the Merger as a pooling of interests under APB 16, (iv) take or fail to take any action which action or failure would cause the Company or its stockholders (except to the extent that any stockholders receive cash in lieu of fractional shares) to recognize gain or loss for federal income tax purposes as a result of the consummation of the Merger, (v) make any acquisition of any assets or businesses other than expenditures for fixed or capital acquisitions of assets in the ordinary course of business, (ivvi) sell, pledge, dispose of or encumber any assets or businesses other than sales in the ordinary course of business or (vvii) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; (e) use all commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them and not engage in any action, directly or indirectly, with the intent to adversely impact the transactions contemplated by this Agreement; (f) subject to restrictions imposed by applicable law, confer on a regular and frequent basis with one or more representatives of Parent to report operational matters of materiality and the general status of ongoing operations; (g) not enter into or amend any employment, severance, special pay arrangement with respect to termination of employment or other similar arrangements or agreements with any directors, officers, officers or key employees, except in the ordinary course and consistent with past practice; provided however, that the Company and its subsidiaries shall in no event enter into any written employment agreement; (h) not adopt, enter into or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any employee or retiree, except as required to comply with changes in applicable law; (i) use commercially reasonable efforts to maintain with financially responsible insurance companies insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are consistent with past practice; (j) not make, change or revoke any material Tax election or make any material agreement or settlement regarding Taxes with any taxing authority; (k) give prompt written notice to Parent of the commencement of any Environmental Claim, or non-routine inspection by any Governmental Authority with responsibility for enforcing or implementing any applicable Environmental Laws, and provide to Purchaser such information as Purchaser may reasonably request regarding such Environmental Claim, any developments in connection therewith, and, as applicable, the Company's or its subsidiary's anticipated or actual response thereto; (l) use its commercially reasonable efforts to cause the transfer of Environmental Permits (on the same terms and conditions), and any financial assurance required thereunder to Parent or Subsidiary as may be necessary under applicable Environmental Laws in connection with the consummation of the transactions under this Agreement to allow Parent or Subsidiary to conduct the business of the Company and its subsidiaries, as currently conducted; and (m) in the event that the Company incurs indebtedness or uses its restricted cash after the date hereof, the Company will notify Parent of such action and related amounts. 22