The Harris Texas Voting Agreement is an important legal document that governs the sale of outstanding common stock between Clear works Integration Services, United Computing Group, United Consulting Group, and Kevin Casey. This agreement outlines the terms and conditions under which the sale will take place, ensuring a fair and mutually beneficial transaction for all parties involved. The primary objective of the Harris Texas Voting Agreement is to ensure a smooth sale process and protect the interests of both the buyer and the seller. By clearly defining the rights and obligations of each party, this agreement minimizes the risk of disputes and provides a clear framework for the sale. Some key provisions that may be included in the Harris Texas Voting Agreement are: 1. Purchase Price: This clause specifies the agreed-upon purchase price for the outstanding common stock. It includes details about any payment terms, such as a lump sum payment or installment payments, and any adjustments that may be required. 2. Stock Transfer: This section outlines the process through which the transfer of stock ownership will take place. It includes requirements for the buyer to provide any necessary documentation, such as stock certificates or transfer forms, and the obligations of the seller to facilitate the transfer. 3. Representations and Warranties: Both the buyer and the seller provide certain assurances about the accuracy and completeness of the information they have provided. This section includes representations and warranties regarding the legality of the sale, the ownership of the stock, and any potential liabilities associated with the stock. 4. Closing Conditions: The Harris Texas Voting Agreement may outline various conditions that must be met before the sale can be finalized. This could include obtaining necessary regulatory approvals, securing financing, or meeting any other specific criteria agreed upon by the parties. 5. Confidentiality and Non-Disclosure: To protect sensitive information shared during the negotiation and sale process, this agreement may include provisions to ensure confidentiality and non-disclosure. Both parties commit to keeping all non-public information confidential and may agree on the consequences of any breach of this obligation. It's important to note that while the details provided above reflect typical provisions found in a Harris Texas Voting Agreement, the actual content may vary depending on the specific terms negotiated between the parties involved. Different types or variations of the agreement may exist based on the specific circumstances of the sale and the preferences of the parties involved.