EX-2.1
AGREEMENT OF MERGER
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AGREEMENT OF MERGER, entered into as of this 22nd day of December 1999, made by
and between Web Capital Group, Inc. (hereinafter "Web Capital Group "), a Nevada
corporation and ▇▇▇▇ Hallitex Corporation ("▇▇▇▇ Hallitex"), an Oklahoma
corporation. Web Capital Group and ▇▇▇▇ Hallitex Corporation are hereinafter
sometimes referred to collectively as the "Constituent Corporations."
WHEREAS, the Board of Directors of ▇▇▇▇ Hallitex and Web Capital have determined
that it is in the best interest of the Constituents Corporations that ▇▇▇▇
Hallitex merge with and into Web Capital and that the shareholders of ▇▇▇▇
Hallitex exchange their shares of capital stock of ▇▇▇▇ Hallitex for shares of
the capital stock of Web Capital. The transactions contemplated hereby is
hereinafter referred to as the "Merger"; and
WHEREAS, the principal purpose of the Merger is to effectuate a change of
corporate domicile from Oklahoma to Nevada.
HOW, THEREFORE, in consideration of the agreements hereinafter set forth, in
accordance with the Business Corporation Law of the State of Nevada and the
General Corporation Law of the State of Oklahoma, and for the purpose of setting
forth the terms and conditions of the Merger, the mode of completing the Merger,
and the manner of converting the shares of the capital stock of ▇▇▇▇ Hallitex
into shares of stock of Web Capital Group, the parties agree as follows:
The Merger
1.1 Effective Time. The Merger shall be accomplished by filling appropriate
articles of merger with the Secretary of State of the State of Nevada and the
Secretary of State of the State of Oklahoma in a form acceptable under the
business corporation laws of such States as soon as practicable after execution
of this Merger Agreement. The Term "Effective Time" shall mean the time at which
all necessary Certificates of Merger have been issued by the Secretary of State
of the State of Nevada and the Secretary of State of the State of Oklahoma. If
one or both Secretaries of State need not issue a Certificate of Merger, the
filing with and acceptance by the relevant Secretary of State shall be deemed
the time of issuance of a Certificate of Merger for purposes of calculating the
"Effective Time."
1.2 Manner of Merger. At the Effective Time, ▇▇▇▇ Hallitex shall be merged into
Web Capital Group, which shall be the corporation that survives the Merger. The
corporate existence of Web Capital Group with all its purposes, powers and
objects shall continue unaffected and unimpaired by the Merger; and as the
corporation surviving the Merger, Web Capital Group shall be governed by the
laws of the State of Nevada.and shall succeed to all rights, assets, liabilities
and obligations of ▇▇▇▇ Hallitex, as provided in the business corporation laws
of the State of Oklahoma. The separate existence and corporate organizations of
Web Capital Group and ▇▇▇▇ Hallitex shall cease at the Effective Time, and
thereafter Web Capital Group shall continue as Web Capital Group under the laws
of the State of Nevada under the new name of Web Capital Group, Inc., a Nevada
corporation. All the property, real and personal and mixed, and all debts or
other obligations due to ▇▇▇▇ Hallitex, shall be transferred to and shall be
vested in Web Capital Group, without further act or deed, as provided in the
business laws of the States of Nevada and Oklahoma.
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1.3 Articles of Incorporation and Bylaws of Web Capital Group.
a. At the Effective Time, the Certificate of Incorporation of Web
Capital Group, a Nevada corporation, shall be the Certificate of Incorporation
of the Surviving Corporation.
b. The directors and officers of ▇▇▇▇ Hallitex as of the Effective Time
shall be the directors and officers of Web Capital Group, until their successors
shall have been elected and qualified, or as otherwise provided by the General
Corporation Law of the State of Nevada and in the Bylaws of Web Capital Group.
If at the Effective Time a vacancy exists in the Board of Directors or in any of
the offices of Web Capital Group, such vacancy shall thereafter be filled in the
manner provided in the Bylaws of Web Capital Group.
1.4 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.
2. Miscellaneous
2.1 The Surviving Corporation may be served with process in the State of
Oklahoma and the State of Nevada in any proceeding for enforcement of any
obligation of Web Capital Group as well as for enforcement of any obligations of
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the Surviving Corporation arising from the merger, including any suit or other
proceeding to enforce the right of any creditor or stockholder, and it does
hereby irrevocably appoint the Secretary of State of the State of Nevada and the
Secretary of State of the State of Oklahoma as its agents to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by the Registrar of Corporations is: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇.
2.2 Amendments. This Merger Agreement may be amended with the approval of the
Board of Directors of the Constituent Corporations at any time before or after
the approval hereof by their respective shareholders, but after any such
approval no amendment shall be made that substantially and adversely changes the
terms hereof as to any party without the approval of the shareholders of such
party.
2.3 Extension; Waiver. AT any time before the Effective Time, the Board of
Directors of either of the Constituent Corporations may (a) extend the time for
the performance of any of the obligations or other acts of another party hereto,
of (b) waive compliance by another party with any of the agreements or
conditions contained herein. Any such extension or waiver shall be valid only if
set forth in an instrument in writing duly executed and delivered on behalf of
such party.
THIS AGREEMENT OF MERGER shall be filed in the offices of the Secretary's of
State, for the States of Nevada and Oklahoma, and upon the filing of this
Agreement of Merger in the office of the Secretary of State of Nevada and
Oklahoma, the merger herein provided shall be effective.
IN WITNESS WHEREOF, the Constituent Corporations have executed this Merger
Agreement as of the day and year first above written.
Web Capital Group, Inc., a Nevada corporation
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇ Hallitex Corporation, a Oklahoma corporation
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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