Adjusted Outstanding Shares definition

Adjusted Outstanding Shares means, for the applicable period, the number of shares of Common Stock, OP Units and other equity-based awards, excluding restricted stock units or any other equity based awards that are subject to performance metrics that are not currently achieved, outstanding on a daily weighted average basis during such period, adjusted as necessary to exclude the effect of dividends or distributions paid in shares of Common Stock, subdivision of outstanding shares of Common Stock into a greater number of shares, combination of outstanding shares of Common Stock into a smaller number of shares, any reclassification of shares of Common Stock, repurchases by the Company of shares of Common Stock and redemptions of shares of Common Stock.

Adjusted Outstanding Shares means, at any time and with respect to the determination of (i) the RIC Ownership Percentage as it relates to RIC and its Affiliates, and (ii) any other percentage of the beneficial ownership of Common Stock as it relates to a Person or

Adjusted Outstanding Shares means, at any time and with respect to the determination of (i) the Holdings Ownership Percentage as it relates to Holdings and its Affiliates, (ii) the Standstill Percentage as it relates to Holdings and its Affiliates, and (iii) any other percentage of the beneficial ownership of Common Stock as it relates to a Person or Group, the total number of shares of Common Stock then issued and outstanding together with the total number of shares of Common Stock not then issued and outstanding that would be outstanding if all then existing Subordinated Debentures had been converted.

Examples of Adjusted Outstanding Shares in a sentence

• Simmons may each be deemed to be the beneficial owner of the 4,848,484 Shares (approximately 23.9% of the Adjusted Outstanding Shares) deemed to be beneficially owned by TFMC.

• For purposes of this Statement, the percentage of the outstanding Shares that the Reporting Persons own is calculated based on the 15,479,000 Shares that the Company reported as outstanding as of November 2, 1998 according to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 plus the 4,848,484 Shares that TMFC can acquire in the aggregate upon conversion of the Preferred Shares, or 20,327,484 Shares (the "Adjusted Outstanding Shares").

• For purposes of this Section 6, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the number of Adjusted Outstanding Shares at such time (including (x) certain options, warrants and securities convertible into or exchangeable for shares of Common Stock and (y) without duplication, the number of shares of the Common Stock deemed to be outstanding under paragraphs 6(b)(1) to (9), inclusive, at such time, all in accordance with the provisions of this Section 6).

• The Amendment will also revise the definition of Adjusted Outstanding Shares (as defined in the Advisory Agreement), which is used to calculate Core Earnings Per Adjusted Share, to be based on the Company’s reported diluted weighted-average shares outstanding.

• Based on the Adjusted Outstanding Shares, TFMC has the right to acquire upon conversion of its Preferred Shares 23.9% of the Adjusted Outstanding Shares.

More Definitions of Adjusted Outstanding Shares

Adjusted Outstanding Shares means (i) the number of Company Shares outstanding immediately prior to the acceptance of Company Shares for payment pursuant to the Offer, without giving effect to any Company Shares owned by the Company, plus, at the election of Parent, (ii) an additional number of Company Shares determined by Parent in its sole discretion up to but not exceeding the aggregate number of Company Shares issuable upon the exercise of (x) all Company Options, (y) rights to acquire Company Shares under the Company ESPP based upon amounts accumulated under the Company ESPP and not withdrawn by participants thereof and (z) other rights to acquire Company Shares that are outstanding immediately prior to the acceptance of Company Shares for payment pursuant to the Offer.

Adjusted Outstanding Shares means, at any time and with respect to the determination of (i) the Phoenix Ownership Percentage as it relates to Phoenix and its Affiliates, (ii) the Standstill Percentage as it relates to Phoenix and its Affiliates, and (iii) any other percentage of the beneficial ownership of Common Stock as it relates to a Person or Group, the total number of shares of Common Stock then issued and outstanding.

Adjusted Outstanding Shares means the Outstanding Shares plus the number of shares of Common Stock into which the Convertible Preferred Stock would be converted as of the Maturity Date assuming that (A) the Convertible Preferred Stock remained outstanding through and as of the Maturity Date and (B) the liquidation preference adjustment for the Convertible Preferred Stock is pro-rated for the period of time between the immediately preceding dividend payment date (assuming the Convertible Preferred Stock remained outstanding through and as of the Maturity Date) with respect thereto and the Maturity Date.

Adjusted Outstanding Shares means, for the applicable period, the diluted weighted-average shares of Common Stock outstanding computed in accordance with GAAP during such period, excluding any equity based awards that are subject to performance metrics that are not currently achieved.

Adjusted Outstanding Shares means all outstanding Common Stock of the Company and any Common Stock deemed issued pursuant to Section 6.4(2) (including, without limitation, the shares issuable pursuant to the Warrant).

Adjusted Outstanding Shares as of any given date shall mean [common outstanding on March 17, 2006] shares plus any shares of Common Stock issued on or after March 17, 2006 upon conversion of 10% senior convertible notes due 2011, 9% senior convertible series A preferred stock or 10% senior convertible series B preferred stock, or upon exercise of outstanding stock options to purchase Common Stock, subject to adjustment in accordance with Section 8.

Adjusted Outstanding Shares set forth in Section 1 of the Advisory Agreement is hereby replaced in its entirety with the following: