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.

Conversion of Outstanding Shares. (a) From 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.