Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. The Mondavi Board, at a meeting duly called and held, has, by the vote of all directors present other than ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇, each of whom abstained, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are just and reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger; and (c) resolved to recommend that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"), PROVIDED that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The ▇▇▇▇▇▇ Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and ▇▇▇▇▇▇ ▇. Mondavi, R. Michael Mondavi, ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇ (the "VOTING AGREEMENT"); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the Merger by (x) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class A Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), voting together as a single class, and (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, voting together as a single class are the only votes of the holders of any class or series of capital stock of Mondavi necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Board Recommendation; Required Vote. The Mondavi Board, at a meeting duly called and held, has, by the vote of all directors present other than ▇▇▇▇▇▇▇ ▇. Timothy J. Mondavi and ▇▇▇▇▇▇ Marcia Mondavi ▇▇▇▇▇▇Borger, each of whom abstained, (▇) ▇▇▇▇rmined that t▇▇▇ ▇▇reement a) determined that this Agreement and the ▇▇ ▇▇▇ transactions contemplated hereby, including the Merger, are just and reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger; and (c) resolved to recommend that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"), PROVIDED that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The ▇▇▇▇▇▇ Robert Mondavi Corporation, a Delaware corporation; has caused Mondavi to Monda▇▇ ▇▇ consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and ▇▇▇▇▇▇ ▇. Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇ Borger (the "VOTING AGREEMENT"); has authorized ▇▇▇ ▇▇▇horized the shareholders party to s▇▇▇▇▇▇lders par▇▇ ▇▇ the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the Merger by (x) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class A Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), voting together as a single class, and (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, voting together as a single class are the only votes of the holders of any class or series of capital stock of Mondavi necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Board Recommendation; Required Vote. The Mondavi Board, at a meeting duly called and held, has, by the vote of all directors present other than ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇, each of whom abstained, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are just and reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger; and (c) resolved to recommend that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"“Mondavi Board Recommendation”), PROVIDED provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The ▇▇▇▇▇▇ Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and ▇▇▇▇▇▇ ▇. Mondavi, R. Michael Mondavi, ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇ (the "VOTING AGREEMENT"“Voting Agreement”); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the Merger by (x) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class A Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), voting together as a single class, and (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, voting together as a single class are the only votes of the holders of any class or series of capital stock of Mondavi necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Board Recommendation; Required Vote. The Mondavi Board, at a meeting duly called and held, has, by the vote of all directors present other than ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇, each of whom abstained, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are just and reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger; and (c) resolved to recommend that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"“Mondavi Board Recommendation”), PROVIDED provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The ▇▇▇▇▇▇ Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and ▇▇▇▇▇▇ ▇. Mondavi, R. Michael Mondavi, ▇▇▇▇▇▇▇ ▇. Mondavi and ▇▇▇▇▇▇ Mondavi ▇▇▇▇▇▇ (the "VOTING AGREEMENT"the“Voting Agreement”); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the Merger by (x) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class A Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), voting together as a single class, and (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, voting together as a single class are the only votes of the holders of any class or series of capital stock of Mondavi necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.