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EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM
<br />THE
<br />HARTFORD
<br />J. Changes in Exposure
<br />1. Acquisitions or Created Subsidiaries
<br />If, before or during the "policy period", any "insured entity" acquires or creates a "subsidiary", then such
<br />acquired or created entity and its subsidiaries, and any natural persons that would qualify as "insured
<br />persons" thereof, shall be "insureds" to the extent such entities and persons would otherwise qualify as
<br />"insureds" under this Coverage Part„ but only for "wrongful acts" occurring after such acquisition or creation.
<br />No coverage shall be available for any "wrongful act" of such "insureds" occurring before such acquisition or
<br />creation, or for any "interrelated wrongful acts" thereto.
<br />However, if the fair value of the assets of any such acquired or created entity exceed 25% of the total assets
<br />of the "named insured" as reflected in its most recent consolidated financial statements prior to such
<br />acquisition or creation, then, as a condition precedent to coverage hereunder, the "insureds" shall give us
<br />written notice and full, written details of the acquisition or creation as soon as practicable (but, in all cases,
<br />within ninety (90) days of such acquisition or creation). There shall be no coverage under any renewal or
<br />replacement of this Coverage Part for any such new "subsidiary" and its subsidiaries, and any natural persons
<br />that would qualify as "insured persons" thereof, unless the "insureds" comply with the terms of this provision.
<br />2. Mergers
<br />If, before or during the "policy period", any "insured entity" merges with another entity such that the "insured
<br />entity" is the surviving entity, then such merged entity and its subsidiaries, and any natural persons that would
<br />qualify as "insured persons" thereof, shall be "insureds" to the extent such entities and persons would
<br />otherwise qualify as "insureds" under this Coverage Part, but only for "wrongful acts" occurring after such
<br />merger. No coverage shall be available for any "wrongful act" of such "insureds" occurring before such
<br />merger or for any "interrelated wrongful acts" thereto.
<br />However, if the fair value of the assets of any newly merged entity exceed 25% of the total assets of the
<br />"named insured" as reflected in its most recent consolidated financial statements prior to such merger,
<br />then, as a condition precedent to coverage hereunder, the "insureds" shall give us written notice and full,
<br />written details of the merger as soon as practicable (but, in all cases, within ninety (90) days of such merger).
<br />There shall be no coverage under any renewal or replacement of this Coverage Part for any newly merged
<br />entity or any of its subsidiaries, and any natural persons that would qualify as "insured persons" thereof,
<br />unless the "insureds" comply with the terms of this provision.
<br />3. Takeover of Named Insured
<br />If, before or during the "policy period":
<br />a. the "named insured" merges into or consolidates with another entity such that the "named insured" is not
<br />the surviving entity; or
<br />b. more than 50% of the securities representing the right to vote for the "named insured's" board of directors
<br />or managers is acquired by another person or entity, group of persons or entities, or persons and entities
<br />acting in concert,
<br />then coverage shall continue under this Coverage Part, but only for "wrongful acts" occurring before any such
<br />transaction. No coverage shall be available for any "wrongful act" occurring after such transaction. Upon such
<br />transaction, this Coverage Part shall not be cancelled and the entire premium for this Coverage Part shall be
<br />deemed fully earned. The "insured" shall give us written notice and full, written details of such transaction as
<br />soon as practicable (but, in all cases, within ninety (90) days of such transaction). If any transaction described
<br />herein occurs, then we will not be obligated to offer any renewal or replacement of this Coverage Part.
<br />4. Loss of Subsidiary Status
<br />If, before or during the "policy period", any entity ceases to be a "subsidiary", then coverage shall be available
<br />under this Coverage Part for such "subsidiary" and its "insured persons", but only for a "wrongful act" of such
<br />"insureds" occurring before such transaction. No coverage shall be available for any "wrongful act" of such
<br />"insureds" occurring after such transaction.
<br />eGF �D
<br />Form SL 55 02 10 18 ��/ 1°x REVIEWED & APPROVED BY.-
<br />© 2018, The Hartford
<br />(May include copyrighted material of Insurance Services Office, Inc., with its 1— --WR r skPjanagementAnalpt
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