Feihe International Inc Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October _____, 2006, by and among American Dairy, Inc., a corporation organized under the laws of State of Utah, with its principal executive office at C-16 Shin Chen International Building, No. 10, Jiu-shen Road, Zho Yan Chu, Beijing, People’s Republic of China (the “Company”), and the undersigned investors (individually, an “Investor” and collectively, the “Investors”). All terms used but not defined herein shall have the meaning ascribed thereto in the Subscription Agreement by and among the Company and the Investors dated of even date herewith (the “Subscription Agreement”).

RMB Loan Contract
American Dairy Inc • December 6th, 2006 • Dairy products
AGREEMENT AND PLAN OF MERGER among Diamond Infant Formula Holding Limited, Platinum Infant Formula Holding Limited, Infant Formula Merger Sub Holding Inc. and Feihe International, Inc. Dated as of March 3, 2013
Agreement and Plan of Merger • March 4th, 2013 • Feihe International Inc • Dairy products • Utah

AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2013 (this “Agreement”), among Diamond Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Platinum Infant Formula Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Feihe International, Inc., a Utah corporation (the “Company”).

AMERICAN DAIRY, INC. as the Company AMERICAN FLYING CRANE CORPORATION as the Guarantor and THE BANK OF NEW YORK, a New York banking corporation as the Trustee
American Dairy Inc • June 28th, 2007 • Dairy products • New York

INDENTURE dated June 27, 2007 between AMERICAN DAIRY, INC., a Utah corporation (hereinafter called the “Company”), the parties listed on the signature pages hereto, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 10th, 2012 • Feihe International Inc • Dairy products • Utah

This Indemnification Agreement (“Agreement”) is dated as of [●] and effective as of [●], by and between Feihe International, Inc., a Utah corporation (the “Company”), and [●] (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Feihe International, Inc. and its subsidiaries, as appropriate.

EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2008 • American Dairy Inc • Dairy products • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”), is dated as of April 15th, 2008, by and between American Dairy, Inc., a Utah corporation (the “Company”), and Jonathan Chou (the “Executive”).

AGREEMENT
Stock Purchase Agreement • April 15th, 2003 • Lazarus Industries Inc • Blank checks
LOAN AGREEMENT
Loan Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • Indiana

This Loan Agreement dated August 30, 2011, is between You-Bin Leng having an address of Star City International Building, 10 Jiuxianqiao Road, C- I 6th Floor, Chaoyang District, Beijing 100016 ("Borrower") and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the "Lender").

PLEDGE AGREEMENT
Pledge Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • Indiana

This Pledge Agreement is made as of this 3rd day of May, 2012, by and between You-Bin Leng having an address of Star City International Building, 10 Jiuxianqiao Road, C-16th Floor, Chaoyang District, Beijing 100016 (hereinafter the “Pledgor”) and Equities First Holdings, LLC, a Delaware limited liability company, with its principal office located at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (hereinafter the “Lender”).

AMENDED AND RESTATED NOTES PURCHASE AGREEMENT by and among AMERICAN DAIRY, INC. as the Company AMERICAN FLYING CRANE CORPORATION LANGFANG FEIHE DAIRY COMPANY LIMITED GANHAN FEIHE DAIRY COMPANY LIMITED SHANXI FEIHESANTAI BIOTECHNOLOGY SCIENTIFIC AND...
Notes Purchase Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York

This Amended and Restated Notes Purchase Agreement (this “Agreement”) is dated as of June 1, 2007, by and between American Dairy, Inc., a Utah corporation (the “Company”), the other Group Companies listed on the signature pages hereto, the Controlling Shareholders (as defined below), and Citadel Equity Fund Ltd. (the “Purchaser”).

Product Purchase and Sale Contract (2)
American Dairy Inc • March 19th, 2007 • Dairy products
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007 among American Dairy, Inc., a Utah corporation (the “Company”), American Flying Crane Corporation, a Delaware corporation wholly-owned by the Company (the “Guarantor”), Mr. Leng You-Bin and Mr. Liu Hua (together with Mr. Leng, the “Controlling Shareholders”) and Citadel Equity Fund Ltd., as the initial purchaser (the “Purchaser”) of the Notes (defined below).

EQUITY PURCHASE AGREEMENT by and among HEILONGJIANG MOVEUP FOOD CO., LTD. and HUNAN MULIN MODERN FOOD COMPANY, LTD. CHEN YUANRONG and AUSNUTRIA DAIRY (HUNAN) COMPANY LTD. Dated as of October 25, 2007
Equity Purchase Agreement • October 31st, 2007 • American Dairy Inc • Dairy products

Each of Domestic Shareholder and Management Shareholder is referred to herein individually as a “Seller”, and collectively as the “Sellers”). Each of Purchaser, the Company and Shareholders shall be referred to in this Agreement as a “Party”, collectively “Parties.”

SHARE PLEDGE AGREEMENT
Share Pledge Agreement • November 21st, 2008 • American Dairy Inc • Dairy products

This SHARE PLEDGE AGREEMENT, dated as of November 12, 2008 (this “Agreement”), is executed among Mr. Leng You-Bin, being an individual resident in the People’s Republic of China (“Mr. Leng”), and American Dairy, Inc., a Utah corporation (the “Company”, and together with Mr. Leng, the “Pledgors”), and The Bank of New York Mellon, in its capacity as collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).

SHARE SUBSCRIPTION AGREEMENT by and between MOVEUP LIMITED and AUSNUTRIA DAIRY INTERNATIONAL LTD. Dated: August 12, 2007
Share Subscription Agreement • August 22nd, 2007 • American Dairy Inc • Dairy products

WHEREAS, the Company is authorized to issue 1,000,000 one class and one series ordinary shares with par value of US$1.00, out of which 1 share has been issued and is currently outstanding;

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 10th, 2006 • American Dairy Inc • Dairy products • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of October_____, 2006, by and among American Dairy, Inc., a Utah corporation (the “Company”), and the subscribers identified on the signature page hereto (each, a “Subscriber” and collectively the “Subscribers”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • June 28th, 2007 • American Dairy Inc • Dairy products • New York

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007, by and among Mr. Leng You-Bin, an individual residing in the People’s Republic of China (“PRC”) (the “Executive”), and American Dairy, Inc., a Utah corporation (the “Company”).

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FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • November 2nd, 2011 • Feihe International Inc • Dairy products

THIS FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is made as of this 31st day of October, 2011 by and among Heilongjiang Feihe Dairy Co., Limited (“Feihe”), Jinyan Ma (“Ma,” and together with Feihe, the “Sellers”), and Haerbin City Ruixinda Investment Company Ltd. (“Purchaser”). Capitalized terms not defined herein have the meanings ascribed to them in that certain Equity Purchase Agreement dated as of August 1, 2011 (the “Original Effective Date”) by and among the Sellers and Purchaser (the “Equity Purchase Agreement”).

MSPEA IMF HOLDING LIMITED Walker House, 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands.
Feihe International Inc • October 5th, 2012 • Dairy products • Hong Kong

MSPEA IMF Holding Limited (“MSPEA”), a vehicle controlled by Morgan Stanley Private Equity Asia III, L.P. (“MSPEA III”), is interested in pursuing with you a possible acquisition (the “Transaction”) of all outstanding shares of capital stock in Feihe International, Inc. (the “Company”) through a special purpose vehicle (“Bidco”) to be owned by MSPEA, you and your affiliates and nominees (together with you, the “Shareholder”). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the “Proposal Letter”, the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and MSPEA agree to the following:

VOTING AGREEMENT
Voting Agreement • March 4th, 2013 • Feihe International Inc • Dairy products • New York

VOTING AGREEMENT, dated as of March 3, 2013 (this “Agreement”), by and between Platinum Infant Formula Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Feihe International, Inc., a Utah corporation (the “Company”), and the shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 4th, 2007 • American Dairy Inc • Dairy products • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2007, by and among (i) (a) American Dairy, Inc., a Utah corporation (the “Company”), (b) American Flying Crane Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“AFC”), (c) LangFang Feihe Dairy Company Limited, a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of the Company (“LangFang”), GanHan Feihe Dairy Company Limited, a limited liability company organized and existing under the laws of the PRC and a wholly-owned subsidiary of the Company (“GanHan”), Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited, a limited liability company organized and existing under the laws of the PRC and a wholly-owned subsidiary of the Company (“Shanxi”), Heilongjiang Feihe Dairy Co., Limited, a limited liability company organized and existing under the laws of the PRC and

AGREEMENT REGARDING 2006 NOTES
Agreement Regarding 2006 Notes • November 21st, 2008 • American Dairy Inc • Dairy products • New York

THIS AGREEMENT REGARDING 2006 NOTES (the “Agreement”) is made and entered into as of this 12th day of November 2008, by and among AMERICAN DAIRY, INC., a Utah corporation (the “Company”), AMERICAN FLYING CRANE CORPORATION, a Delaware corporation (“AFC”), MR. LENG YOU-BIN, being an individual resident in the People’s Republic of China (“Mr. Leng”), and the INVESTORS listed on Schedule I attached hereto (each an “Investor”, and collectively, the “Investors”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 21st, 2008 • American Dairy Inc • Dairy products • New York

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 12, 2008, is entered into by and between American Dairy, Inc., a Utah corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”) under each of the Citadel Indenture (as defined below) and the Other Indenture (as defined below), as applicable. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Indentures (as defined below).

Equity Purchase Agreement by and among Heilongjiang Feihe Dairy Co., Limited and Jinyan Ma (collectively, “Sellers”)
Equity Purchase Agreement • August 4th, 2011 • Feihe International Inc • Dairy products
AMENDED AND RESTATED
American Dairy Inc • November 21st, 2008 • Dairy products • New York

This Note is being issued to amend, modify, restate and completely replace that certain 7.75% Convertible Note between the parties dated October 3, 2006 in the original principal amount of [__________] Dollars ($[________]) (the “Existing Note”), it being the intention of the undersigned and the Holder that all of the terms of the Existing Note, as amended hereby, are restated in and are replaced by the terms of this Note, but this Note shall not be deemed or construed to have been issued in payment, satisfaction, cancellation or novation of the Existing Note.

Re: Registration Rights Agreement dated October 2, 2006, as amended by First Amendment to Registration Rights Agreement dated November 12, 2008
American Dairy Inc • November 21st, 2008 • Dairy products

Reference is made to that certain Registration Rights Agreement, dated as of October 2, 2006, as amended by that certain First Amendment to Registration Rights Agreement dated November 12, 2008 (“Amendment”) (as so amended, the “Agreement”), by and among American Dairy, Inc. (the “Company”) and the Investors named therein. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Agreement.

Form of Accession Letter
American Dairy Inc • June 28th, 2007 • Dairy products

THIS UNDERTAKING is made as of the date above written by entities identified as Acceding Parties in the signature pages hereto (the “Acceding Parties”) in relation to that certain Amended and Restated Notes Purchase Agreement, (the “Amended Purchase Agreement”), dated May 31, 2007 by and among the Company, the Group Companies, the Controlling Shareholders and Citadel Equity Fund Ltd., as amended from time to time. Capitalized terms used herein but not otherwise defined in this letter shall have the respective meanings set forth in the Amended Purchase Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2009 • American Dairy Inc • Dairy products • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated August 26th, 2009, is made and entered into by and among American Dairy, Inc. (the “Company”), a company incorporated in the State of Utah in the United States, and Sequoia Capital China Growth Fund I, L.P. and its affiliates as set forth on the signature page (collectively, the “Purchasers” and individually, an “Purchaser”). The Company and the Purchasers are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement (as defined below).

LIMITED GUARANTEE
Limited Guarantee • March 4th, 2013 • Feihe International Inc • Dairy products • New York

LIMITED GUARANTEE, dated as of March 3, 2013 (this “Limited Guarantee”), by Mr. You-Bin Leng (the “Chairman”) and Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, an exempted company incorporated in the Cayman Islands (the “Sponsor” and, together with the Chairman, the “Guarantors” and each, a “Guarantor”) in favor of Feihe International, Inc., a Utah corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

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