0001193125-09-146457 Sample Contracts

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices

Party A: Beijing Zhongxing Tianshi Investment Center (Limited Partnership) (“Management Fund”), an entity incorporated under the laws of the PRC and with its principal office located at 1608A, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, 10083, PRC.

Shareholders Agreement
Shareholders Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices
Supplementary Agreement Regarding the Investment & Cooperation Agreement
Vimicro International CORP • July 9th, 2009 • Semiconductors & related devices

This Supplementary Agreement shall be the supplementary agreement of the Investment & Cooperation Agreement (hereinafter referred to as “the Original Agreement”) which was entered into by and between Party A and Party B on December 26, 2007.

Cooperative Agreement of Tianjin Economic-Technological Development Area Administrative Committee, Vimicro Corporation and Beijing Zhongxing Tianshi Investment Center (Limited Partnership)
Cooperative Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices

This Cooperative Agreement (hereinafter referred to as the “Agreement”) is executed by the following three Parties on September 24, 2008 in Tianjin City, People’s Republic of China (hereinafter referred to as “China”).

LOCK-UP AGREEMENT
Up Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices • New York

The Company issued and allotted 4,913,702 ordinary shares (the “Shares”) of the Company to the undersigned on June 30, 2009 (the “Stock Grant”). In consideration of the Stock Grant, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, during the Lock-up Period (as defined below), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the Shares, or any securities convertible into or exercisable or exchangeable for the Shares (including, without limitation, Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission) or (2) enter into any swap or other agreement that transfers, in whole or in part

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