North Dakota Voting Agreement between Clearworks Integration Services, United Computing Group, United Consulting Group, and Kevan Casey regarding sale of outstanding common stock

• Category: Corporations - Public - Voting Agreements
• State: Multi-State
• Control #: US-EG-9290
• Format: Word; Rich Text

Description

Voting Agreement between Clearworks Integration Services, Inc., United Computing Group, Inc., United Consulting Group, Inc. and Kevan Casey regarding sale of outstanding common stock dated December 30, 1999. 5 pages.

North Dakota Voting Agreement: A Detailed Description of the Sale of Outstanding Common Stock Clear works Integration Services, United Computing Group, United Consulting Group, and Kevin Casey have entered into a North Dakota Voting Agreement to govern the sale of outstanding common stock. This agreement is crucial in ensuring a smooth and transparent transfer of ownership and protecting the interests of all parties involved. Below is a detailed description of the agreement, including the different types that might exist: 1. Purpose: The North Dakota Voting Agreement between Clear works Integration Services, United Computing Group, United Consulting Group, and Kevin Casey aims to establish a framework for the sale of outstanding common stock. It outlines the rights and responsibilities of each party and provides for the proper governance and decision-making process during the sale. 2. Parties Involved: The agreement involves: Clear worksks Integration Services: The primary seller of the outstanding common stock. — United Computing Group: The potential buyer of the outstanding common stock. — United Consulting Group: A consulting firm representing the buyer's interests and facilitating the transaction. Kevinan Casey: The controlling shareholder or owner of the outstanding common stock. 3. Types of North Dakota Voting Agreements: While the specific types of North Dakota Voting Agreements vary depending on the negotiated terms, here are some potential classifications that might exist: i. Irrevocable Voting Agreement: An irrevocable voting agreement may be utilized when the parties involved want to ensure commitment and stability in the sale process. Under this type of agreement, the parties agree to these terms and are legally obligated to vote in favor of the sale of outstanding common stock, thereby preventing any last-minute changes or withdrawal from the deal. ii. Conditional Voting Agreement: In a conditional voting agreement, the sale of outstanding common stock is subject to specific conditions being met. These conditions could include regulatory approvals, due diligence, or financial benchmarks. If the conditions are not met within the agreed-upon timeline, the agreement may become null and void. iii. Proxy Voting Agreement: A proxy voting agreement allows one party to appoint another party as their proxy to vote on their behalf during the sale of outstanding common stock. This may be useful when one or more parties cannot physically attend the voting or prefer to delegate this responsibility to a trusted representative. iv. Escrow Voting Agreement: In an escrow voting agreement, funds or assets may be held in escrow during the sale process. The release of the escrow may depend on the fulfillment of certain conditions, such as regulatory approvals or legal requirements. This helps ensure that both parties fulfill their obligations before the sale is completed. 4. Key Components: The North Dakota Voting Agreement typically includes the following provisions: — Definitions: Clearly defining key terms and roles involved in the agreement. — Transfer Restrictions: Outlining any restrictions or limitations on the transfer or sale of outstanding common stock during and after the agreement. — Voting Rights: Specifying how the voting rights of the outstanding common stock will be exercised, whether via individual votes, proportional votes, or delegation. — Representations and Warranties: Detailing the representations and warranties made by each party relating to the sale of outstanding common stock. — Confidentiality: Ensuring the confidentiality of any sensitive or proprietary information shared between the parties during the sale process. — Governing Law and Dispute Resolution: Determining the jurisdiction and mechanism for resolving any disputes that may arise during the agreement's implementation. In conclusion, the North Dakota Voting Agreement between Clear works Integration Services, United Computing Group, United Consulting Group, and Kevin Casey regarding the sale of outstanding common stock provides a comprehensive framework to govern the transaction. By considering various types of voting agreements and incorporating key components, the agreement facilitates a transparent, fair, and legally binding process for all parties involved.