Status and Conversion of Shares. The manner of converting the shares of capital stock of ▇▇▇▇ Hallitex outstanding immediately prior to the Merger into shares of common stock of Web Capital Group shall be as follows: a. At the Effective Time, each one (1) share of the issued and outstanding $0.001 par value common stock of ▇▇▇▇ Hallitex shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one (1) share of the $0.001 par value common stock of Web Capital Group. At the Effective Time, each one (1) share of the issued and outstanding $0.001 par value preferred stock of ▇▇▇▇ Hallitex shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one (1) share of the $0.001 par value preferred stock of Web Capital Group. b. Any fractional shares of the capital stock of Web Capital Group resulting from conversion under this paragraph 1.4 shall be rounded up to the next whole share of capital stock in Web Capital Group. c. Any shares of capital stock of ▇▇▇▇ Hallitex held in treasury as of the Effective Time shall, by virtue of the Merger and without any additional action, become and be converted into shares held in the treasure of Web Capital Group at the same rate of conversion stated in paragraph 1.4(a) above. d. After the Effective Time, each holder of a certificate or certificates theretofore representing outstanding shares of the capital stock of ▇▇▇▇ Hallitex may surrender such certificate or certificates to such agent or agents as shall be appointed by Web Capital Group (the "Exchange Agent"), and shall be entitled to receive in exchange therefore a certificate or certificates representing the number of whole shares of capital stock of Web Capital Group into which the shares of capital stock of ▇▇▇▇ Hallitex theretofore represented by the certificates so surrendered have been converted, at the conversion rate stated in paragraph 1.4(a), above. e. If any certificate evidencing shares of the capital stock of ▇▇▇▇ Hallitex is to be issued in a name other than the name in which the certificate surrendered is registered, the certificate so surrendered shall be properly endorsed and shall otherwise be in proper form for transfer. The person requesting the transfer shall pay to the Exchange Agent any transfer or other fees or taxes required by reason of the issuance of a certificate in name other than that of the registered holder of the certificate surrendered. f. Web Capital Group may, without notice to any person, terminate all exchange agencies at any time after 120 days, following the Effective Time. After such termination, all exchanges, payments and notices provided for in this Agreement to be made to or by the Exchange Agent shall be made to or by Web Capital Group.
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Status and Conversion of Shares. The manner of converting the shares of capital stock of ▇▇▇▇ Hallitex Genesis outstanding immediately prior to the Merger into shares of common stock of Web Capital Group The Nevada Corporation shall be as follows:
a. (a) At the Effective Time, each one Two Thousand (12,000) share shares of the issued and outstanding $0.001 .01 par value common stock of ▇▇▇▇ Hallitex Genesis shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one (1) share of the $0.001 .001 par value common stock of Web Capital GroupThe Nevada Corporation. At the Effective Time, each one One (1) share of the issued and outstanding $0.001 .01 par value preferred stock of ▇▇▇▇ Hallitex Genesis shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one One (1) share of the $0.001 .001 par value preferred stock of Web Capital GroupThe Nevada Corporation.
b. (b) Any fractional shares of the capital stock of Web Capital Group The Nevada Corporation resulting from conversion under this paragraph Paragraph 1.4 shall be rounded up to the next whole share of capital stock in Web Capital Groupthe Nevada Corporation.
c. (c) Any shares of the capital stock of ▇▇▇▇ Hallitex Genesis held in treasury as of the Effective Time shall, by virtue of the Merger and without any additional action, become and be converted into shares held in the treasure treasury of Web Capital Group The Nevada Corporation at the same rate of conversion stated in paragraph Paragraph 1.4(a) ), above.
d. (d) After the Effective Time, each holder of a certificate or certificates theretofore representing outstanding shares of the capital stock of ▇▇▇▇ Hallitex Genesis may surrender such certificate or certificates to such agent or agents as shall be appointed by Web Capital Group The Nevada Corporation (the "Exchange Agent"), and shall be entitled to receive in exchange therefore therefor a certificate or certificates representing the number of whole shares of capital stock of Web Capital Group The Nevada Corporation into which the shares of capital stock of ▇▇▇▇ Hallitex Genesis theretofore represented by the certificates so surrendered have been converted, at the conversion rate stated in paragraph Paragraph 1.4(a), above.. 116
e. (e) If any certificate evidencing shares of the capital stock of ▇▇▇▇ Hallitex Genesis is to be issued in a name other than the name in which the certificate surrendered is registered, the certificate so surrendered shall be properly endorsed and shall otherwise be in proper form for transfer. The person requesting the transfer shall pay to the Exchange Agent any transfer or other fees or taxes required by reason of the issuance of a certificate in name other than that of the registered holder of the certificate surrendered.
f. Web Capital Group (f) The Nevada Corporation may, without notice to any person, terminate all exchange agencies at any time after 120 days, days following the Effective Time. After such termination, all exchanges, payments and notices provided for in this Agreement to be made to or by the Exchange Agent shall be made to or by Web Capital GroupThe Nevada Corporation or its agent.
(g) On or before February 10, 1999, notice of the proposed merger will be given to all shareholders of record of Genesis, and such holders of a majority of the outstanding shares of the $.01 par value common stock and $.01 par value preferred stock, representing all classes of capital stock of Genesis entitled to vote on the Merger, shall have opportunity to vote on and approve or reject the Merger. In such Notice to Shareholders, all Genesis shareholders shall be made aware of any dissenter's rights under Colorado law and, in particular, that they will have waived any dissenter's rights under the Business Corporation Act of the State of Colorado by voting in favor of such merger.
(h) The sole share of $.001 par value common stock of The Nevada Corporation owned by Global Advancements, Inc. shall be canceled as of the Effective Time and shall not thereafter be issued or outstanding.
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