Common use of Conversion of Outstanding Shares Clause in Contracts

Conversion of Outstanding Shares. (a) From and after the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL, shall, by virtue of the Merger and without any action on the part of MSGI, Santa Lucia or any holder thereof, cease to exist and be converted into and become 55,305 shares of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act. (b) Each share of capital stock of Santa Lucia ("Santa Lucia Stock") outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and be converted into one share of the Surviving Corporation Stock, $.01 par value per share. (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or Santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled thereto in accordance with Section 1.04. (d) No person who after the Effective Time holds an option to acquire MSGI Stock, for which a right to acquire Surviving Corporation Stock is substituted in accordance with the provisions of this Section, shall be entitled by reason thereof to any fractional share of Surviving Corporation Stock, but shall receive in lieu thereof an amount in cash equal to the fractional interest multiplied by the fair market value of Surviving Corporation Stock on the date of exercise of such option less the exercise price for such fractional interest. (e) Each share of MSGI Stock and Santa Lucia Stock held by MSGI and Santa Lucia, respectively, as treasury stock immediately prior to the Effective Time, shall be canceled, and no payment shall be made with respect thereto; and (f) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholders who have not voted such shares in favor of the approval and adoption of this Agreement and shall have delivered to Santa Lucia, prior to or at the meeting of Santa Lucia shareholders to be held pursuant to Section 6.01, a written objection to the Merger and, delivered to Santa Lucia or the Surviving Corporation, within ten days after such meeting, a written demand for appraisal of such shares in the manner and otherwise in accordance with Section 16-10-76 of the BCA ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a), but shall instead be entitled to receive such consideration pursuant to Section 16-10-76 of the BCA: PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the BCA, his Santa Lucia Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration , without any interest thereon, in accordance with Section 1.03 (a) of this Agreement. Santa Lucia shall give MSGI prompt notice of any demands received by Santa Lucia for appraisal, and MSGI shall have the right to participate in all negotiations and proceedings with respect to such demands. Santa Lucia shall not, except with the prior written consent of MSGI, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non-appealable judgment of a court of competent jurisdiction. (g) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholder who have voted such shares in favor of or consented to the adoption of this Agreement and shall have delivered to MSGI, before the taking of the vote on the Merger, a written demand for appraisal of such shares delivered to the Surviving Corporation, in the manner and otherwise in accordance with Section 262 of the DGCL ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a) , but shall instead by entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that is such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the DGCL, his MSGI Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.03(a) of this Agreement. MSGI shall give Santa Lucia prompt notice of any demands received by MSGI for payment, and Santa Lucia shall have the right to participate in all negotiations and proceedings with respect to such demands. MSGI shall not, except with the prior written consent of Santa Lucia, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non- appealable judgment of a court of competent jurisdiction.

Conversion of Outstanding Shares. (a) From and after the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGCLDGLC, shall, by virtue of the Merger and without any action on the part of MSGI, Santa Lucia or any holder thereof, cease to exist and be converted into and become 55,305 shares of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act. (b) Each share of capital stock of Santa Lucia ("Santa Lucia Stock") outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and be converted into one share of the Surviving Corporation Stock, $.01 par value per share. (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or Santa santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving g Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled thereto in accordance with Section 1.04. (d) No person who after the Effective Time holds an option to acquire MSGI Stock, for which a right to acquire Surviving Corporation Stock is substituted in accordance with the provisions of this Section, shall be entitled by reason thereof to any fractional share of Surviving Corporation Stock, but shall receive in lieu thereof an amount in cash equal to the fractional interest multiplied by the fair market value of Surviving Corporation Stock on the date of exercise of such option less the exercise price for such fractional interest. (e) Each share of MSGI Stock and Santa Lucia Stock held by MSGI and Santa Lucia, respectively, as treasury stock immediately prior to the Effective Time, shall be canceled, and no payment shall be made with respect thereto; and (f) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholders who have not voted such shares in favor of the approval and adoption of this Agreement and shall have delivered to Santa Lucia, prior to or at the meeting of Santa Lucia shareholders to be held pursuant to Section 6.01, a written objection to the Merger and, delivered to Santa Lucia or the Surviving Corporation, within ten days after such meeting, a written demand for appraisal of such shares in the manner and otherwise in accordance with Section 16-10-76 of the BCA ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a), but shall instead be entitled to receive such consideration pursuant to Section 16-10-76 of the BCA: PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the BCA, his Santa Lucia Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest thereon, in accordance with Section 1.03 (a1.03(a) of this Agreement. Santa Lucia shall give MSGI prompt notice of any demands received by Santa Lucia for appraisal, and MSGI shall have the right to participate in all negotiations and proceedings with respect to such demands. Santa Lucia shall not, except with the prior written consent of MSGI, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non-appealable judgment of a court of competent jurisdiction. (g) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholder who have voted such shares in favor of or consented to the adoption of this Agreement and shall have delivered to MSGI, before the taking of the vote on the Merger, a written demand for appraisal of such shares delivered to the Surviving Corporation, in the manner and otherwise in accordance with Section 262 of the DGCL ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a) , but shall instead by entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that is such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the DGCL, his MSGI Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.03(a) of this Agreement. MSGI shall give Santa Lucia prompt notice of any demands received by MSGI for payment, and Santa Lucia shall have the right to participate in all negotiations and proceedings with respect to such demands. MSGI shall not, except with the prior written consent of Santa Lucia, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non- non-appealable judgment of a court of competent jurisdiction.

Conversion of Outstanding Shares. (a) From and after At the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL, shall, by virtue of the Merger and without any action on the part of MSGI, Santa Lucia any party or any holder thereof, cease to exist and be converted into and become 55,305 shares of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act.Stockholder: (ba) Each share of capital stock common stock, par value $0.001 per share, of Santa Lucia ("Santa Lucia Stock") Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation StockCorporation, $.01 par value per shareso that, after the Effective Time, Purchaser shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each Outstanding Common Share (i) shall be converted into the right to receive the Common Stock Per Share Merger Consideration, payable (in accordance with Section 2.11 and Section 2.12) in cash to the holder thereof, without interest thereon, and to receive, if applicable, the Additional Per Share Merger Consideration in accordance with Section 11.12, and (ii) shall otherwise cease to be outstanding, shall be canceled and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.8. (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or Santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled thereto in accordance with Section 1.04. (d) No person who after the Effective Time holds an option to acquire MSGI Stock, for which a right to acquire Surviving Corporation Stock is substituted in accordance with the provisions of this Section, shall be entitled by reason thereof to any fractional share of Surviving Corporation Stock, but shall receive in lieu thereof an amount in cash equal to the fractional interest multiplied by the fair market value of Surviving Corporation Stock on the date of exercise of such option less the exercise price for such fractional interest. (e) Each share of MSGI Stock and Santa Lucia Company Common Stock held by MSGI and Santa Lucia, respectively, as in the treasury stock of the Company immediately prior to the Effective Time, if any, shall be canceledcanceled without any conversion thereof, and no payment or distribution shall be made with respect thereto; and. (fd) Notwithstanding anything in this Agreement to the contrary, shares Each share of Santa Lucia Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Preferred Share” and which are held by shareholders who have not voted such shares in favor of collectively, the approval and adoption of this Agreement and “Outstanding Preferred Shares”) (i) shall have delivered to Santa Lucia, prior to or at the meeting of Santa Lucia shareholders to be held pursuant to Section 6.01, a written objection to the Merger and, delivered to Santa Lucia or the Surviving Corporation, within ten days after such meeting, a written demand for appraisal of such shares in the manner and otherwise in accordance with Section 16-10-76 of the BCA ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a), but shall instead be entitled to receive such consideration pursuant to Section 16-10-76 of the BCA: PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the BCA, his Santa Lucia Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Preferred Stock Per Share Total Merger Consideration and, without any interest thereonif applicable, the Additional Per Share Merger Consideration for such share, payable (in accordance with Section 1.03 (a2.11, Section 2.12 and Section 11.12) of this Agreement. Santa Lucia shall give MSGI prompt notice of any demands received by Santa Lucia for appraisalin cash to the holder thereof, without interest thereon, and MSGI (ii) shall have the right otherwise cease to participate in all negotiations and proceedings with respect to such demands. Santa Lucia shall notbe outstanding, except with the prior written consent of MSGI, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a finalcanceled and cease to exist; provided, non-appealable judgment of a court of competent jurisdiction. (g) Notwithstanding anything in this Agreement to the contraryhowever, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholder who have voted such shares in favor of or consented to the adoption of this Agreement and shall have delivered to MSGI, before the taking of the vote on the Merger, a written demand for appraisal of such shares delivered to the Surviving Corporation, in the manner and otherwise in accordance with Section 262 of the DGCL ("that any Dissenting Santa Lucia Shares"), Shares shall not be so converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a) , but shall instead by entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that is such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the DGCL, his MSGI Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, represent the right to receive the Merger Considerationforegoing consideration, without any interest thereon, in accordance with Section 1.03(a) but the holders of this Agreement. MSGI such Dissenting Shares shall give Santa Lucia prompt notice of any demands received by MSGI for payment, and Santa Lucia shall have the right to participate in all negotiations and proceedings with respect only be entitled to such demands. MSGI shall not, except with the prior written consent of Santa Lucia, settle or offer to settle any such demands or make any payment with respect thereto, except rights as shall be required by a final, non- appealable judgment of a court of competent jurisdictionare set forth in Section 2.8.

Conversion of Outstanding Shares. (a) From At and after as of the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL, shall, by virtue of the Merger and without any action on the part of MSGIParent, Santa Lucia Merger Subsidiary, the Company or the holders of any holder thereof, cease of the following securities: (a) Each share of Merger Subsidiary Common Stock issued and outstanding immediately prior to exist and the Effective Time shall be converted into one validly issued, fully paid and become 55,305 shares nonassessable share of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Common Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act.; (b) Each share of capital stock of Santa Lucia ("Santa Lucia Stock") Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time shall(each, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and an “Outstanding Series A-1 Share”) (i) shall be converted into one share the right to receive the Series A-1 Per Share Amount and all other amounts payable to the holder thereof under this Agreement without interest pursuant to Section 2.11 and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of the Surviving Corporation Stock, $.01 par value per share.such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9; (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or Santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled thereto in accordance with Section 1.04. (d) No person who after the Effective Time holds an option to acquire MSGI Stock, for which a right to acquire Surviving Corporation Stock is substituted in accordance with the provisions of this Section, shall be entitled by reason thereof to any fractional share of Surviving Corporation Stock, but shall receive in lieu thereof an amount in cash equal to the fractional interest multiplied by the fair market value of Surviving Corporation Stock on the date of exercise of such option less the exercise price for such fractional interest. (e) Each share of MSGI Common Stock issued and Santa Lucia Stock held by MSGI and Santa Lucia, respectively, as treasury stock outstanding immediately prior to the Effective Time, including all shares of Common Stock issued in connection with the exercise of any Warrant or Option or the conversion of any Convertible Note prior to or at the Closing (each, an “Outstanding Common Share”), (i) shall be canceledconverted into the right to receive the Common Per Share Amount and all other amounts payable to the holder thereof under this Agreement without interest pursuant to Section 2.11 and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, however, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9; and (d) Each share of Series A-1 Preferred Stock and each share of Common Stock held in the treasury of or reserved for issuance by the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto; and (f) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholders who have not voted such shares in favor of the approval and adoption of this Agreement and shall have delivered to Santa Lucia, prior to or at the meeting of Santa Lucia shareholders to be held pursuant to Section 6.01, a written objection to the Merger and, delivered to Santa Lucia or the Surviving Corporation, within ten days after such meeting, a written demand for appraisal of such shares in the manner and otherwise in accordance with Section 16-10-76 of the BCA ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a), but shall instead be entitled to receive such consideration pursuant to Section 16-10-76 of the BCA: PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the BCA, his Santa Lucia Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration , without any interest thereon, in accordance with Section 1.03 (a) of this Agreement. Santa Lucia shall give MSGI prompt notice of any demands received by Santa Lucia for appraisal, and MSGI shall have the right to participate in all negotiations and proceedings with respect to such demands. Santa Lucia shall not, except with the prior written consent of MSGI, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non-appealable judgment of a court of competent jurisdiction. (g) Notwithstanding anything in this Agreement to the contrary, shares of Santa Lucia Stock outstanding immediately prior to the Effective Time and which are held by shareholder who have voted such shares in favor of or consented to the adoption of this Agreement and shall have delivered to MSGI, before the taking of the vote on the Merger, a written demand for appraisal of such shares delivered to the Surviving Corporation, in the manner and otherwise in accordance with Section 262 of the DGCL ("Dissenting Santa Lucia Shares"), shall not be converted into or be exchangeable for the Merger Consideration pursuant to Section 1.03(a) , but shall instead by entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that is such holder shall have failed to perfect or shall have withdrawn or lost his right to appraisal and payment under the DGCL, his MSGI Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.03(a) of this Agreement. MSGI shall give Santa Lucia prompt notice of any demands received by MSGI for payment, and Santa Lucia shall have the right to participate in all negotiations and proceedings with respect to such demands. MSGI shall not, except with the prior written consent of Santa Lucia, settle or offer to settle any such demands or make any payment with respect thereto, except as shall be required by a final, non- appealable judgment of a court of competent jurisdiction.