ARTICLES OF MERGER
THESE ARTICLES OF MERGER, dated as of March 25, 1998, are entered into by and
between Webquest International, Inc., a Utah corporation ("Webquest") and WB
International, Inc., a Nevada corporation ("WB International"), to effectuate
the merger of Webquest with and into WB International (the "Merger"). Webquest
and WB International are hereinafter collectively referred to as the
"Constituent Corporations." WB International is sometimes hereinafter referred
to as the "Surviving Corporation."
RECITALS
A. Webquest owns all of the outstanding 100 shares of common stock of WB
International, which is the only class outstanding (the "WB International Common
Stock"). WB International has authorized 45,000,000 shares of Common Stock,
$.001 value (the "WB International Common Stock") and 5,000,000 shares of
preferred stock, including 500,000 shares of Series A Preferred Stock ("WB
International Preferred Stock"), none of which are outstanding.
B. WB International and Webquest have agreed that WB
International and Webquest shall merge, with WB International to be
the Surviving Corporation.
C. Webquest has authorized 45,000,000 shares of Common Stock, which is the only
class of authorized stock, of which 3,746,451 shares are issued and outstanding
("Webquest Common Stock") and 5 million shares of Preferred Stock, of which
197,250 shares of Series A Preferred Stock are outstanding ("Webquest Preferred
Stock") which is entitled to vote as a class together with holders of Common
Stock on all matters submitted to shareholders of Webquest.
D. In respect of WB International, Webquest, as the sole
shareholder of WB International, has approved the Merger.
E. In respect of Webquest, the Merger was approved by shareholders holding
3,416,258 shares of WB International Common Stock and none of the holders of the
Webquest Preferred Stock, at a meeting of the shareholders duly noticed and held
on March 23, 1998 in accordance with Section 16-10a-702 of the Utah Revised
Business Corporations Act.
F. The number of votes cast by shareholders of Webquest and
WB International was sufficient for the approval of the Merger.
NOW, THEREFORE, in order to prescribe (a) the terms and conditions of the
Merger; (b) the method of carrying the same into effect; (c) the manner and
basis of converting and exchanging the shares of Webquest Common Stock and
Webquest Preferred Stock into shares of WB International Common Stock and WB
International Preferred Stock; and (d) such other details and provisions as are
deemed necessary or desirable; and in consideration of the foregoing recitals
and the agreements, provisions and covenants
herein contained, WB International and Webquest hereby agree as
follows:
1. Effective Date. The Merger shall become effective upon the filing
of a copy of these Articles of Merger with the Secretary of State of Utah, as
required by Section 16-10a-1105 of the Utah Revised Business Corporation Act,
and the Secretary of State of Nevada, as required by Section 92A.200 of the
Nevada General Corporation Law. The date and time on which the Merger becomes
effective is hereinafter referred to as the "Effective Date."
2. Merger. At the Effective Date, Webquest shall merge with and into
WB International with WB International being the Surviving Corporation and the
separate corporate existence of Webquest shall cease. The corporate identity,
existence, purposes, franchises, powers, rights and immunities of Webquest at
the Effective Date shall be merged into WB International which shall be fully
vested therewith. WB International shall be subject to all of the debts and
liabilities of Webquest as if WB International had itself incurred them and all
rights of creditors and all liens upon the property of each of the Constituent
Corporations shall be preserved unimpaired, provided that such liens, if any,
upon the property of WB International shall be limited to the property affected
thereby immediately prior to the Effective Date.
3. Articles of Incorporation. At the Effective Date,
the Articles of Incorporation of WB International shall be the
Articles of Incorporation of the Surviving Corporation, provided
that Article FIRST of the Articles of Incorporation shall be
amended to read as follows:
First: The name of the Corporation shall be
WebQuest International, Inc.
4. Effect of Merger on Outstanding Shares, Options and
Warrants.
(a) Surviving Corporation Shares. Each one share of Webquest
Common Stock issued and outstanding immediately prior to the
Effective Date of the Merger shall convert into one share of
WB International Common Stock. Each one share of Webquest
Preferred Stock issued and outstanding immediately prior to
the Effective Date of the Merger shall convert into one share
of WB International Preferred Stock.
(b) Disappearing Corporation Shares. At the
Effective Date, each of the 100 previously issued
and outstanding shares of WB International Common
Stock shall be canceled and cease to be outstanding.
(c) Warrants, Options and Other Derivative Rights.
At the Effective Date, each warrant or option to
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purchase Webquest Common Stock shall be converted into the
right to acquire one share of Surviving Corporation Common
Stock.
5. Surrender of Share Certificates. After the Effective Date, each
holder of an outstanding certificate which prior to the Effective Date
evidenced Webquest Common Stock or Webquest Preferred Stock shall surrender the
same, duly endorsed as WB International may require, to WB International or its
designated agent for cancellation. Thereupon such holder shall receive in
exchange therefor a certificate or certificates representing the number of full
shares of WB International Common Stock or Webquest Preferred Stock to which
such holder shall be entitled as provided in Section 4(a) hereof and shall also
be entitled to receive dividends on each such share of WB International Common
Stock or Webquest Preferred Stock in an amount and to the extent provided in
Section 6(a) hereof.
6. Status of WB International Common Stock and Webquest
Preferred Stock After the Effective Date.
(a) After the Effective Date, until surrendered in accordance
with Section 5 hereof, each outstanding certificate which
prior to the Effective Date represented shares of Webquest
Common Stock or Webquest Preferred Stock, shall be deemed for
all corporate purposes (subject to the further provision of
this Section 6(a)) to evidence WB International Common Stock
or WB International Preferred Stock in accordance with the
terms of these Articles of Merger. After the Effective Date,
there shall be no further registry of transfers on the
records of WB International Common Stock or WB International
Preferred Stock outstanding immediately prior to the
Effective Date, and, if certificates representing such shares
are presented to WB International, they shall be canceled,
and the holder thereof shall be entitled to receive WB
International Common Stock or Webquest Preferred Stock in
accordance with the terms of these Articles of Merger. No
dividends or distributions will be paid to persons entitled
to receive certificates for shares of WB International Common
Stock or WB International Preferred Stock until such persons
shall have surrendered their Webquest Common Stock or
Webquest Preferred Stock certificates in accordance with
Section 5 hereof; provided, however, that when such
certificates shall have been so surrendered in exchange for
shares of WB International Common Stock or WB International
Preferred Stock, there shall be paid to the holders thereof,
but without interest thereon, all dividends and other
distributions payable subsequent to and in respect of a
record date after the Effective Date on the shares of
Webquest Common Stock or Webquest
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Preferred Stock for which such certificates shall have been
so exchanged. Holders of certificates for shares of Webquest
Common Stock or Webquest Preferred Stock shall not be
entitled, as such, to receive any dividends unless and until
they have exchanged those certificates for certificates
representing shares of WB International Common Stock or WB
International Preferred Stock as provided herein.
(b) If any certificate of WB International Common Stock or WB
International Preferred Stock is to be issued in a name other
than that in which the certificate for the Webquest Common
Stock or Webquest Preferred Stock surrendered in exchange is
registered, it shall be a condition of such exchange that the
certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and that the person
requesting such exchange shall (i) pay any transfer or other
taxes required by reason of the issuance of such WB
International Common Stock or WB International Preferred
Stock in any name other than that of the registered holder of
the certificates surrendered or (ii) establish to the
satisfaction of WB International or its designated agent that
such tax has been paid or is not applicable.
7. Other Provisions.
(a) Governing Law;. These Articles of Merger
shall be governed by and construed in accordance
with the laws of the State of Nevada.
(b) Counterparts. These Articles of Merger may be executed in
any number of counterparts and each such counterpart shall be
deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
(c) Further Assurances. Each Constituent Corporation shall
from time to time upon the request of the other Constituent
Corporation, execute and deliver and file and record all such
documents and instruments and take all such other action as
such corporation may request in order to vest or evidence the
vesting in Webquest of title to and possession of all rights,
properties, assets and business of Webquest to the extent
provided herein, or otherwise to carry out the full intent
and purpose of these Articles of Merger.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger to
be executed on behalf of the Constituent Corporations as of the day and year
first above written.
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WEBQUEST INTERNATIONAL, INC. WB INTERNATIONAL, INC.
By: By:
Xxxxxx Xxxx Xxxxxx Xxxx
President President
By: By:
Xxxx Xxxxxxx Xxxx Xxxxxxx
Secretary Secretary
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STATE OF NEVADA }
} ss.
COUNTY OF _______ }
On March __, 1998, before me, ____________________, personally
appeared Xxxxxx Xxxx, personally known to me, to be the President of Webquest
International, Inc. and WB International, Inc., whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
STATE OF NEVADA }
} ss.
COUNTY OF _______ }
On March __, 1998, before me, ____________________, personally
appeared Xxxx Xxxxxxx, personally known to me, to be the Secretary of Webquest
International, Inc. and WB International, Inc., whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
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