Common use of Sharing of Profits Clause in Contracts

Sharing of Profits. (a) For the purposes of this Section 3.5 only, the ------------------ term "Stockholders" refers solely to Wine Partners, L.P., TPG Partners, L.P. TPG Parallel I, L.P. and TPG GenPar, L.P. (the "TPG Stockholders"). If (i) the Merger Agreement is terminated in circumstances in which Parent is entitled to a fee pursuant to Section 8.2(b) (ii) thereof and (ii) not later than one year from the date of termination of the Merger Agreement, (1) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or substantially all of the assets or equity securities of, the Company and its Subsidiaries (a "Business -------- Combination"), (2) the Company enters into an Acquisition Agreement providing ----------- for a Business Combination, which Business Combination is ultimately consummated, irrespective of when such consummation occurs, (3) a TPG Stockholder disposes of any or all of its Subject Shares to any person not an affiliate or an associate of Parent or Purchaser or to the Company or any affiliate thereof in connection with a Business Combination, or (4) a TPG Stockholder realizes proceeds in respect of its Subject Shares as a result of a distribution to such TPG Stockholder by the Company following the sale of substantially all of the Company's assets in connection with a Business Combination (each, a "Subsequent Transaction"), in each case at a per share ---------------------- price or with equivalent per share proceeds (including, in the case of clause (4), the market value of the Shares after giving effect to such transactions), as the case may be (the "Subsequent Price"), having a value in excess of the Per ---------------- Share Amount, then the TPG Stockholder will promptly pay to Parent an amount equal to one-half of the product of (x) the excess of the Subsequent Price over the Per Share Amount multiplied by (y) the number of Subject Shares beneficially owned (other than beneficially owned solely by reason of having a right to vote) by such TPG Stockholder at the time a Business Combination is consummated (in the case of clauses (1), (2) and (3)) or disposal by such TPG Stockholder (in the case of clause (4)). Any non-cash consideration received by the TPG Stockholder in a Subsequent Transaction will be valued at fair market value at the time of receipt thereof by the TPG Stockholder. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the TPG Stockholder's ownership of the Company's capital stock or other securities, the Per Share Amount will be appropriately adjusted for the purpose of this Section 3.5(a).

Sharing of Profits. (a) For the purposes of this Section 3.5 only, the ------------------ term "Stockholders" refers solely to Wine Partners, L.P., TPG Partners, L.P. TPG Parallel I, L.P. and TPG GenPar, L.P. (the "TPG Stockholders"). If (i) the Merger Agreement is terminated in circumstances in which Parent is entitled to a fee pursuant to Section 8.2(b) (ii) thereof and (ii) not later than one year from the date of termination of the Merger Agreement, (1) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or substantially all of the assets or equity securities of, the Company and its Subsidiaries (a "Business -------- CombinationBUSINESS COMBINATION"), (2) the Company enters into an Acquisition Agreement providing ----------- for a Business Combination, which Business Combination is ultimately consummated, irrespective of when such consummation occurs, (3) a TPG Stockholder disposes of any or all of its Subject Shares to any person not an affiliate or an associate of Parent or Purchaser or to the Company or any affiliate thereof in connection with a Business Combination, or (4) a TPG Stockholder realizes proceeds in respect of its Subject Shares as a result of a distribution to such TPG Stockholder by the Company following the sale of substantially all of the Company's assets in connection with a Business Combination (each, a "Subsequent TransactionSUBSEQUENT TRANSACTION"), in each case at a per share ---------------------- price or with equivalent per share proceeds (including, in the case of clause (4), the market value of the Shares after giving effect to such transactions), as the case may be (the "Subsequent PriceSUBSEQUENT PRICE"), having a value in excess of the Per ---------------- Share Amount, then the TPG Stockholder will promptly pay to Parent an amount equal to one-half of the product of (x) the excess of the Subsequent Price over the Per Share Amount multiplied by (y) the number of Subject Shares beneficially owned (other than beneficially owned solely by reason of having a right to vote) by such TPG Stockholder at the time a Business Combination is consummated (in the case of clauses (1), (2) and (3)) or disposal by such TPG Stockholder (in the case of clause (4)). Any non-cash consideration received by the TPG Stockholder in a Subsequent Transaction will be valued at fair market value at the time of receipt thereof by the TPG Stockholder. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the TPG Stockholder's ownership of the Company's capital stock or other securities, the Per Share Amount will be appropriately adjusted for the purpose of this Section 3.5(a).

Sharing of Profits. If (a) For the purposes of this Section 3.5 only, the ------------------ term "Stockholders" refers solely to Wine Partners, L.P., TPG Partners, L.P. TPG Parallel I, L.P. and TPG GenPar, L.P. (the "TPG Stockholders"). If (i) the Merger Agreement is terminated in circumstances in which Parent is entitled to a fee pursuant to Section 8.2(b8.01(b), 8.01(c) (iior 8.01(d) thereof and (iib) not later than one year from the date of termination of the Merger Agreement, (1i) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or substantially all of the assets or equity securities of, the Company and its Subsidiaries subsidiaries (a "Business -------- CombinationBUSINESS COMBINATION"), (2ii) the Company enters into an Acquisition Agreement providing ----------- for a Business Combination, which Business Combination is ultimately consummated, irrespective of when such consummation occurs, (3iii) a TPG Stockholder disposes of any or all of its Subject Shares to any person not an affiliate or an associate of Parent or Purchaser Merger Sub or to the Company or any affiliate thereof in connection with a Business Combination, or (4iv) a TPG Stockholder realizes proceeds in respect of its Subject Shares as a result of a distribution to such TPG Stockholder by the Company following the sale of substantially all of the Company's assets in connection with a Business Combination (each, a "Subsequent TransactionSUBSEQUENT TRANSACTION"), in each case at a per share ---------------------- price or with equivalent per share proceeds (including, in the case of clause (4iv), the market value of the Shares after giving effect to such transactions), as the case may be (the "Subsequent PriceSUBSEQUENT PRICE"), having a value in excess of the Per ---------------- Share AmountOffer Price, then the TPG Stockholder will promptly pay to Parent an amount equal to one-half of the product of (x1) the excess of the Subsequent Price over the Per Share Amount Offer Price multiplied by (y2) the greatest number of Subject Shares beneficially owned (other than beneficially owned solely by reason of having a right to vote) by such TPG Stockholder at between the date hereof and the time a Business Combination is consummated (in the case of clauses (1i), (2ii) and (3iii)) or disposal by such TPG Stockholder (in the case of clause (4iv)). Any non-cash consideration received by the TPG Stockholder in a Subsequent Transaction will be valued at fair market value at the time of receipt thereof by the TPG Stockholder. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the TPG Stockholder's ownership of the Company's capital stock or other securities, the Per Share Amount Offer Price will be appropriately adjusted for the purpose of this Section 3.5(a)3.5.

Sharing of Profits. (a) For the purposes of this Section 3.5 only, the ------------------ term "Stockholders" refers solely to Wine Partners, L.P., TPG Partners, L.P. TPG Parallel I, L.P. and TPG GenPar, L.P. (the "TPG Stockholders"). If (i) the Merger Agreement is terminated in circumstances in which Parent is entitled to a fee pursuant to Section 8.2(b) (ii) thereof and (ii) not later than one year from the date of termination of the Merger Agreement, (1) the Company consummates a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or any sale of all or substantially all of the assets or equity securities of, the Company and its Subsidiaries (a "Business -------- Combination"), (2) the Company enters into an Acquisition Agreement providing ----------- for a Business Combination, which Business Combination is ultimately consummated, irrespective of when such consummation occurs, (3) a TPG Stockholder disposes of any or all of its Subject Shares to any person not an affiliate or an associate of Parent or Purchaser or to the Company or any affiliate thereof in connection with a Business Combination, or (4) a TPG Stockholder realizes proceeds in respect of its Subject Shares as a result of a distribution to such TPG Stockholder by the Company following the sale of substantially all of the Company's assets in connection with a Business Combination (each, a "Subsequent Transaction"), in each case at a per share ---------------------- price or with equivalent per share proceeds (including, in the case of clause (4), the market value of the Shares after giving effect to such transactions), as the case may be (the "Subsequent Price"), having a value in excess of the Per ---------------- Share Amount, then the TPG Stockholder will promptly pay to Parent an amount equal to one-half of the product of (x) the excess of the Subsequent Price over the Per Share Amount multiplied by (y) the number of Subject Shares beneficially owned (other than beneficially owned solely by reason of having a right to vote) by such TPG Stockholder at the time a Business Combination is consummated (in the case of clauses (1), (2) and (3)) or disposal by such TPG Stockholder (in the case of clause (4)). Any non-cash consideration received by the TPG Stockholder in a Subsequent Transaction will be valued at fair market value at the time of receipt thereof by the TPG Stockholder. In the event of any stock dividends, stock splits, recapitalizations, combinations, exchanges of shares or the like or any other action that would have the effect of changing the TPG Stockholder's ownership of the Company's capital stock or other securities, the Per Share Amount will be appropriately adjusted for the purpose of this Section 3.5(a).