Per Share Purchase Price equals Forty Cents ($.40), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Preferred LLC Interest shall have the meaning ascribed thereto in the LLC Agreement.
Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or to the Companys or the Purchasers (as applicable) knowledge threatened.
Property means the commercial real estate land, building and appurtences located at 8800 Village Drive, San Antonio, Texas.
Property LLC means AIU 8800 Village Drive LLC, a Delaware limited liability company.
Purchaser Subsidiary means any corporation, limited liability company, partnership, association or business entity of which (x) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Purchaser, or (y) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership, membership or other similar ownership interest thereof, or the voting power thereof, is at the time owned or controlled, directly or indirectly, by the Purchaser. Except as otherwise expressly provided herein, Purchaser Subsidiary means, both as of the date hereof and as of the Closing, Naples LLC and Property LLC and any other entity that comes within the definition of Purchaser Subisdiiary.
Registration Rights Agreement means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchaser, in substantially the form of Exhibit B attached hereto.
Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).
Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.