Base Currency" the base currency shall be Thai Baht THB).
"Cash Margin" means a cash sum paid by Seller Repurchaser in accordance with Section 3. Margin Maintenance.
"Clearance System" means the principal domestic clearance system customarily used for settling trades in the Shares.
"Contractual Currency" shall be Thai Baht (THB)
"Default" shall mean any event, act or condition which, with notice or lapse of time or both, would constitute an Event of Default.
"Default Notice" means a written notice served by the non-Defaulting Party on the Defaulting Party under paragraph 10 stating that an event shall be treated as an Event of Default for the purposes of this Agreement.
"Defaulting Party" meaning specified in paragraph 10.
"Electronic Messaging system" means an electronic system for communication capable of reproducing communication in hard copy form, including email.
“Equivalent Securities" means with respect to a transaction, Securities equivalent to Purchase Securities under that transaction. If and to the extent that such Purchase Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption.
"Event of Default" means the occurrence of an event specified in Section 9 hereof.
"Exchange" means the primary stock exchange which the shares trade on a regular basis.
"Exchange Business Day" means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in New York and:
(a) but for the occurrence of a Market Disruption Event, would have been, a trading day on the Exchange and on each principal options and futures exchange for the Shares other than a day on which trading on any such Exchange or principal options or futures exchange is scheduled to close prior to its regular weekday closing time.
"Fair Market Price" ("FMP") shall mean with respect to the Shares, the average of the last sale price on three consecutive Exchange Business Days on the Clearance System of the the principal market for the Shares, with the first day being the day that the Shares are received and posted to Purchaser's account and that average price shall be the price per share utilized in this Agreement. If the Shares consist of more than one security, the Fair Market Price shall be calculated as a weighted average of the entire portfolio (as identified in "Schedule 1". based on the three consecutive Exchange Business Days’ last sale price for each security.
"Fair Market Value ("FMV") mean the amount equating to the FMP multiplied by the number of Shares.
"Margin Price" means the Purchase Price of the shares established at the Purchase Date multiplied by eighty percent (80%). If the Shares consist of securities of different descriptions the Margin Ratio shall be calculated as a weighted of the entire portfolio See Section 3 average for full definition and effect.
"Margin Ratio Amount" means the Margin Price multiplied by the number of shares.
"Margin Ratio Exposure" means that the FMV the shares has fallen to less than the Margin Ratio Amount. If the Shares consist of more than security. the Fair Market Value shall be calculated as a weighted average of the entire portfolio (as listed in Schedule 1").
"Market Disruption Event" means the occurrence or existence on any Exchange Business Day of any suspension of or Iimitation imposed on trading (by reason of movements price exceeding limits permitted by the relevant Exchange or otherwise) in (a) the Shares on Exchange or (b) any options contracts or futures contracts relating to the Shares on any principal options or futures exchange if, in any such case, that suspension or limitation is, in the or determination of EFH material
"Maturity Date" means the scheduled Termination Date Repurchase Date which shall be three (3) years subsequent to the occurrence of the Closing Date and established in Section 2.8 herein.
"Non-Recourse" means only that the event that the Seller fails to repurchase the shares on the Repurchase Date, the Seller is not personally liable under the Agreement and EFH can only look to the Shares as the sole source of repayment or recovery and EFH can retain the Shares but not seek out the Seller for any further compensation.
"Pricing Differential" means the difference of the Purchase Price and the Repurchase Price
"Purchase Amount" means the Purchase Price multiplied by the number of shares.
"Purchase Date" means the date on which the Shares are sold by the seller to the buyer. EFH.
"Purchase Price" means the price equating to 71% of the FMP for the shares that are sold to EFH.
"Repurchase Amount" means the Repurchase Price multiplied by the number of Shares.
"Repurchase Date" the date on which EPH is to sell Equivalent Securities to Seller/Repurchaser
"Repurchase Price" means the price equating to 78% of the FMP to be paid at the Maturity Date
"Securities" are "equivalent to other Securities for the purposes of this Agreement if they are: (1) the same issuer,(2) part of the same issue; and (3) of an identical type, nominal value, description and (except where otherwise stated) amount as those other Securities, provided that
(b) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into another currency or that the nominal value of those Securities has changed in connection with such redenomination: and
(c) where Securities have been converted, subdivided consolidated or have become or the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event, the expression "equivalent to’’ shall mean Securities equivalent to (as defined herein) the original Securities together wish or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event.
"Shares" means the shares of common stock of Country Group Development FCL (CGD TB)