Other Than As A Dependent Clause Samples

The "Other Than As A Dependent" clause defines the circumstances under which an individual is not considered a dependent for the purposes of a contract or policy. Typically, this clause clarifies eligibility for benefits, coverage, or rights, specifying that certain provisions apply only to individuals who do not qualify as dependents, such as adult children or unrelated persons. By delineating who is excluded from dependent status, the clause ensures that contractual obligations and benefits are allocated appropriately, preventing misunderstandings about coverage or entitlements.
Other Than As A Dependent. The benefits of a plan that cover a person as other than a Dependent shall be determined before the benefits of a plan that cover the person as a Dependent.
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Related to Other Than As A Dependent

  • Conduct of Business by the Company Pending the Closing The Company covenants and agrees that prior to the Closing Date: (a) the Company shall conduct its business and operations only in the usual and ordinary course of business; (b) Except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (the “Company Proxy Statement”), the Company shall not directly or indirectly do any of the following: (i) sell, pledge, dispose of or encumber any of its assets; (ii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; (ii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or the material assets thereof; (iii) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (d) the Company shall notify ADS promptly of any material adverse event or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commenced); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; and

  • Conduct of Business by the Company Pending the Merger (a) The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), except (i) as required by applicable Law, (ii) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, and such consent shall be deemed given if Parent provides no written response within five (5) Business Days after a written request by the Company for such consent), (iii) as expressly contemplated by any other provision of this Agreement or (iv) as set forth in Section 5.01(a) of the Company Disclosure Schedule, the Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts (A) to conduct the businesses of the Company Group in the ordinary course of business consistent with past practice and (B) to: (1) preserve substantially intact the business organization, material assets and material properties of the Company Group, (2) keep available the services of its Key Employees on commercially reasonable terms, (3) maintain in effect all Company Permits and (4) maintain in full force and effect its insurance policies (including, for the avoidance of doubt, paying all premiums thereon and renewing or replacing such insurance policies on or prior to their expiration). (b) Without limiting Section 5.01(a), and as an extension thereof, except as expressly contemplated by any other provision of this Agreement, as set forth in Section 5.01(b) of the Company Disclosure Schedule or as required by applicable Law, neither the Company nor any Company Subsidiary shall, during the Pre-Closing Period, do any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed, and such consent shall be deemed given if Parent provides no written response within five (5) Business Days after a written request by the Company for such consent): (i) amend or otherwise change its certificate of incorporation, bylaws or other similar organizational documents (including the Company Charter and the Company Bylaws), whether by merger, consolidation or otherwise; (ii) issue, grant, sell, dispose of, encumber or authorize such issuance, sale, disposition or encumbrance of, any Equity Interests of the Company or any Company Subsidiary (except for the issuance or withholding of Shares issuable pursuant to Company RSUs that are outstanding on the date of this Agreement (in accordance with their existing terms)); (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of Equity Interests of the Company or any Company Subsidiary, except for dividends or other distributions by any direct or indirect wholly owned Company Subsidiary to the Company or any other direct or indirect wholly owned Company Subsidiary; (iv) adjust, reclassify, combine, split (including any reverse stock split), recapitalize, exchange, subdivide or redeem, repurchase, or purchase or otherwise acquire, directly or indirectly, any Equity Interests of the Company or any Company Subsidiary; (v) sell, transfer, lease, sublease, license, mortgage, pledge, encumber, allow to lapse, assign, abandon, disclaim, dedicate to the public, incur any Lien on (other than a Permitted Lien) or otherwise dispose of, or authorize any of the foregoing with respect to, any of its properties, assets, licenses, operations, rights, businesses or interests therein (but not including Intellectual Property, which is the subject of Section 5.01(b)(xv)) except (A) pursuant to Contracts in force on the date of this Agreement and made available to Parent, (B) such dispositions of assets no longer used in the ordinary course of business of the Company’s or the applicable Company Subsidiary’s business as conducted as of the date of this Agreement, (C) such dispositions among the Company and the wholly-owned Company Subsidiaries, or (D) Company Products to customers in the ordinary course of business consistent with past practice; (vi) acquire (including by amalgamation, merger, consolidation or acquisition of Equity Interests or assets or any other business combination), directly or indirectly, (A) any assets, securities, or interests, other than in the ordinary course of business consistent with past practice or pursuant to Contracts in effect on the date hereof and made available to Parent, (B) any company, corporation, partnership or other business organization (or any division thereof or any Equity Interest thereof), or (C) any real property; (vii) (A) repurchase, prepay or incur any indebtedness for borrowed money or issue any debt securities, or issue or sell options, warrants, calls or other rights to acquire any of its debt securities, (B) make any loans, advances or capital contributions to, or investments in, any other person (other than a Company Subsidiary) or (C) assume, guarantee, endorse or otherwise become liable or responsible for the indebtedness or other obligations of another person (other than a guaranty by the Company on behalf of any Company Subsidiary), in each case, except pursuant to borrowings under existing lines of credit, letters of credit or similar arrangements as of the date hereof and Contracts for which are made available to Parent; (viii) enter into, materially amend, waive any rights under, or voluntarily terminate any Material Contract (or any other Contract that would be deemed a Material Contract if it had been entered into prior to the date of this Agreement), other than (A) with respect to Contracts that are Material Contracts solely as a result of clauses (i), (ii) and (iii) of Section 3.16(a), in the ordinary course of business consistent with past practice or (B) terminations as a result of a material breach or default of the counterparty, or the expiration of such Contract in accordance with its terms as in effect on the date of this Agreement; (ix) authorize, or make any commitment with respect to, capital expenditures that exceed $500,000 individually or $1,500,000 in the aggregate; (x) except to the extent required by applicable Law, or as otherwise required pursuant to the terms of any Plan in effect as of the date hereof or entered into, amended or modified after the date of this Agreement in a manner not in contravention with this Section 5.01(b)(x), (A) increase the compensation payable or to become payable or the benefits provided to any Employee or Non-Employee Service Provider (except for increases in the ordinary course of business consistent with past practice to Employees who are not Key Employees of not more than ten percent (10%) on an individual basis, and not more than ten percent (10%) in the aggregate, in annual base salary or wages in connection with promotions), (B) establish, adopt, enter into, terminate or amend any Plan, or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or other arrangement that would be a Plan if it were in existence as of the date of this Agreement, (C) grant any retention, severance, termination pay, deferred compensation, change in control, transaction bonus or other incentive compensation (or enter into or amend any plan, agreement, program, policy or other arrangement providing for the foregoing), (D) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any equity or equity-based awards held by, any Employee or Non-Employee Service Provider, (E) establish, adopt, enter into or amend any collective bargaining agreement or similar labor agreement, (F) hire any employees who, upon hire, would be a Key Employee, (G) terminate the employment of any Key Employee other than for cause; or (H) take any action that is reasonably likely to result in a reduction in force or terminations employment that would give rise to notice or payment in lieu of notice obligations under the WARN Act; (xi) (A) settle (or propose to settle) any Action, other than (1) settlements for monetary damages (net of insurance proceeds) involving not more than $250,000 in the aggregate and that do not (x) require any material actions or impose any restrictions or future payment obligations on the business or operations of the Company Group, or after the Effective Time, Parent or its Subsidiaries or (y) include the admission of wrongdoing by any member of the Company Group and (2) stockholder litigation, which is the subject of, and settled in accordance with, Section 6.10 or (B) settle or propose to settle any investigation or inquiry by any Governmental Authority, including by entering into any consent decree or other similar agreement; (xii) (A) change the Company’s financial accounting policies or procedures in effect as of December 31, 2023, other than as required by applicable Law or GAAP or (B) write up, write down or write off the book value of any of the Company’s assets, other than (1) in the ordinary course of business consistent with past practice or (2) as may be required by applicable Law or GAAP, as approved by the Company’s independent public accountants; (xiii) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of the Company Subsidiaries; (xiv) (A) materially change or adopt (or file a request to change or adopt) any method of Tax accounting or any annual Tax accounting period, (B) make, change or rescind any material Tax election, (C) file any material Tax Return relating to the Company or any of the Company Subsidiaries that has been prepared in a manner that is inconsistent with past practice, as applicable, (D) settle or compromise any material claim, investigation, audit or controversy relating to Taxes, (E) surrender any right to claim a material Tax refund, (F) file any material amended Tax Return, (G) enter into any closing agreement with respect to any material amount of Tax or (H) waive or extend the statute of limitations with respect to any Tax Return other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice; (xv) abandon, disclaim, dedicate to the public, allow to lapse, sell, assign, transfer, license, sublicense, dispose of, or incur any Lien (other than Permitted Liens) on, or otherwise fail to take any action necessary to maintain, enforce, or protect, any material Owned Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business consistent with past practice; (xvi) enter into, amend, waive or terminate (other than expirations or terminations in accordance with their terms) any Affiliate Transaction; (xvii) enter into any new line of business outside the existing businesses of the Company and its Subsidiaries as of the date of this Agreement; or (xviii) agree, resolve, announce an intention, enter into any formal or informal Contract or otherwise make a commitment, to do any of the foregoing.

  • Conduct of Business by the Company 5.1 Until the earlier of the IPO or the Option Expiration Date (as defined in Section 7.1), the Company and UPC agree to the following: The Company's activities will include, but not be limited to, providing telecommunications services (listed in Exhibit A hereto) to business customers in Europe (defined in Exhibit B hereto), both inside and outside the UPC Affiliate Area. Expansion by the Company outside of Europe, excluding the activities included in the Cignal's current business plan as presented to the Board of Directors of Cignal, will be at the discretion of the Company but will require UPC consent, for which a consideration may be agreed upon at the time of such expansion; provided, however, that the Company shall not in any event be required to conduct any activity if (A) such activity would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such activity would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such activity would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.2 Until the earlier of the IPO of the Company or the Option Expiration Date, the Company and UPC agree to the following: (i) to set up local Company entities identified in Exhibit C and to contribute the existing relevant business customers and associated revenues; and (ii) to the extent legally possible, to grant for value to the Company from its current operations exclusive rights of use on commercial arms-length terms, on an un-encumbered basis (to the explicit exclusion of Mundi Telecom), required to support the Company's subscriber base at the Closing Date; provided, however, that UPC shall not in any event be required to take any of the actions in (i) or (ii) above if (A) such action would result in a breach or violation of any indenture or financing arrangement, among UPC, UGC or the Company, respectively, and any third parties, (B) such activity would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (C) such action would require consent or approval from any municipality, workers council, trade union or shareholder, and such consent or approval is withheld, (D) such activity would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (E) such activity would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.3 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: The Company will have the exclusive right (subject to any restriction imposed by applicable laws, including without limitation any law regulating competition) to the use of the existing UPC fiber footprint for a term of seven years for the purpose of the Company's activities. The Company will be UPC's primary vehicle to provide national and international, retail and wholesale, CLEC products and services to business customers throughout Europe for a period of not less than seven years. The Company will have the sales and marketing functions to serve business customers, with the exception of the legacy chello broadband N.V. ("CHELLO") customers. Notwithstanding the foregoing, UPC shall not in any event be required to take any of the actions in this clause 5.3 if such action would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.4 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: For any acquisitions completed by UPC which extend its existing fiber footprint and in which it has at least a majority ownership interest, UPC will, to the extent legally possible or allowed for pursuant to the transaction documents underlying any such acquisition, grant for value to the Company the rights of use of relevant assets and infrastructure (in the form of either IRU contracts, leasing agreements, distribution contracts and/or other legal contracts and arrangements) on a preferred basis (as described in Exhibit D) without any obligation on the part of the Company to contribute to the associated UPC acquisition costs; provided, however, that UPC shall not in any event be required to make any of the above grants if (A) such grant would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such grant would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such grant would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.5 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: For any acquisitions completed by UPC in which all or a material portion of the acquired operations directly relate to the Company's activities and will result in a majority ownership by UPC of that acquired business, UPC will, to the extent legally possible or allowed for pursuant to the transaction documents underlying any such acquisition, offer to transfer, for value, the relevant operations or a material portion thereof; provided, however, that UPC shall not in any event be required to make any of the above transfers if (A) such transfer would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such transfer would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such transfer would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.6 Until the earlier of the IPO of the Company and the Option Expiration Date, UPC will use reasonable efforts to integrate any acquired business customer which falls within the Company's activities; provided, however, that UPC shall not in any event be required to take any of the above actions if (A) such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such actions would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such actions would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.7 Until the earlier of the IPO of the Company or the Option Expiration Date, UPC and the Company agree that irrespective of the price paid by UPC in the acquisitions described in Article 5.5 above, valuation of such acquisitions will need to be agreed upon by UPC, the Company and the Shareholders Representative, or otherwise through the independent appraisal process described in Article 10.1 of this Agreement. 5.8 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree to the following: For any acquisition consummated by the Company directly, any such acquisition may be funded through the incurrence of debt or the issue of stock. The Company will fund its operations in the first instance with debt (including vendor financing) to the extent reasonably practicable; provided, however, that the Company will not be obligated to incur any indebtedness if such incurrence would, in the opinion of the Management Board of the Company, unduly prejudice its operating and financial flexibility. The availability and cost of such debt, as well as the Company's debt capacity, will be determined by the Management Board of the Company in consultation with internationally recognised banks and/or investment banks based on the Company's business plan and the Company's then current financial position; provided, however, that the Company shall not in any event be required to incur such debt if such incurrence would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. If the Company requires additional funding beyond its determined debt capacity, then such funding shall come from UPC or other parties in the form of equity at the time such funding is provided. 5.9 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree that any shareholder loans, including accrued interest, provided by UPC and/or its affiliates to the Company after the date hereof will be repaid by the Company either (a) from available cash or (b) from proceeds of the Company IPO (if consummated), subject to acceptability of such use of proceeds by the IPO underwriters; provided, however, that the Company shall not in any event be required to take any of the above actions if such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. 5.10 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree to that if for any reason such shareholder loans may not be repaid at the time of the IPO, they will immediately convert to equity in the Company at a price equal to the high end of the initial filing range utilised to market the IPO (the "IPO Filing Price"); provided, however, that UPC and the Company shall not in any event be required to take any of the above actions if such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. 5.11 The Shareholder agrees that any lawsuit against UPC, the Company or any affiliates of UPC or the Company under this Article 5 can only be brought if it is supported in writing by Shareholders owning directly or indirectly the majority of the aggregate equity interest in the Company owned by all Shareholders. 5.12 Notwithstanding the foregoing, the Company shall retain the right to dispose of any assets or operations, without compensation to the Company therefor, at any time, that are unrelated to the Company's activities, including, but not limited to, the disposition of the businesses of Cesky Mobil AS and Priority Wireless Communication Gmbh. 5.13 Notwithstanding the foregoing, UPC retains the right to allow third parties to participate in the Company's or its subsidiaries' activities, as shareholders or otherwise, to the extent that UPC is required, as of the date hereof, to do so pursuant to any agreement or contract among UPC or any affiliate of UPC, or UGC or any affiliate of UGC, respectively, and any such third parties. In addition, until the earlier of the IPO of the Company and the Option Expiration Date, with the consent of the Shareholders Representative, UPC may allow third parties to participate in the Company's or its subsidiaries' activities, as shareholders or otherwise. 5.14 For the purpose of this Article 5:

  • Service with Company During the Term, Employee agrees to perform such duties and responsibilities as are assigned to him from time to time by Company’s Chief Executive Officer (the “CEO”) and/or Board of Directors (the “Board”).

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.