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 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.

Examples of Adjusted Outstanding Shares in a sentence

• As used in this Agreement (including the Tender Offer Conditions), the term “Minimum Condition” means the condition that the Company Shares validly tendered in accordance with the terms of the Offer and not withdrawn, together with any Company Shares then owned by Parent and/or Purchaser, constitute a majority of the Adjusted Outstanding Shares.

• As of October 8, 2002, such directors and executive officers held in the aggregate 81,985 shares of Starbase common stock, which represented approximately 0.94% of Starbase’s Adjusted Outstanding Shares as of such date.

• The actual number of shares of Starbase common stock that are required to be tendered to satisfy the Minimum Condition will depend upon the actual number of Adjusted Outstanding Shares prior to the Expiration Date.

• Stock options issued under the New Stock Option Plan will be issued, if at all, following the purchase of shares of Starbase common stock in the Offer, and thus will not be included in Adjusted Outstanding Shares or otherwise count toward the satisfaction of the Minimum Condition.

• The "TCI Ventures Group Common Stock Per Share Value" shall mean the quotient obtained by dividing the TCI Ventures Group Private Market Value by the Adjusted Outstanding Shares of TCI Ventures Group Common Stock, provided that if such Appraiser(s) do not agree on the determinations provided for in this subparagraph (iv), the TCI Ventures Group Common Stock Per Share Value shall be the average of the quotients so obtained on the basis of the respective determinations of such firms.

More Definitions of Adjusted Outstanding Shares

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.

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 (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, 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 means the number of shares of Company Common Stock outstanding immediately prior to the Share Exchange less 250,921.

Adjusted Outstanding Shares as of any given date shall mean 6,211,231 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, subject to adjustment in accordance with Section 8.