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any return premiums that may become due under the Policy. Notice to the Named Insured shall be directed to the individual named in the Application, or such other person as shall be designated by the Named Insured in writing, at the address of the Named Insured. Such notice shall be deemed to be notice to all Insureds. The Named Insured shall be the agent of all Insureds to effect changes in the Policy or purchase an Extended Reporting Period. XVII. ASSIGNMENT Assignment of interest under this Policy shall not bind the Company until its consent is endorsed hereon. XVIII. OTHER INSURANCE The Policy is excess of other existing insurance, including but not limited to any insurance under which there is a duty to defend, unless such other insurance is specifically written to be in excess of this Policy. XIX. TERMS OF POLICY CONFORMED TO STATUTE Terms of this Policy which are in conflict with the statutes of the state wherein this Policy is issued are hereby amended to conform to such statutes. XX. CHANGES IN CONTROL If after the Inception Date of this Policy: 1. The Named Insured merges into or consolidates with another entity such that the Named Insured is not the surviving entity; or 2. Another entity, person, or group of entities or persons acting in concert acquire more than fifty percent (50%) of the assets of the Named Insured; or 3. Another entity, person, or group of entities and/or persons acting in concert acquires the right to elect or select a majority of the directors of the Named Insured; or 4. The Named Insured sells all or substantially all of its assets, the above events being referred to as a "Transaction," this Policy shall continue in full force and effect until the expiration date of the Policy, or the effective date of non -renewal, if applicable, with respect to Wrongful Acts occurring before the Transaction, but there shall be no coverage under this Policy for actual or alleged Wrongful Acts occurring on or after the Transaction. The Named Insured shall give the Company written notice of the Transaction as soon as practicable, but not later than thirty (30) days after the effective date of the Transaction. As of the effective date of any Transaction, the entire premium for this Policy shall be deemed fully earned. In the event of a SP (07-09) Transaction, the Named Insured shall have the right to an offer of coverage by the Company for an Extended Reporting Period to report Wrongful Acts occurring prior to the effective date of the Transaction. XXI. ACQUISITION OR CREATION OF ANOTHER ENTITY If, after the beginning of the Policy Period, the Named Insured: 1. Acquires substantially all of the assets of another entity; or 2. Acquires voting securities in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or 3. Acquires another entity by merger such that the Named Insured is the surviving entity, then the coverage provided under this Policy shall apply to such new creation or acquisition; but only with respect to Wrongful Acts occurring or allegedly occurring after the acquisition, merger or creation. As a condition for any coverage under this section (Section XXI.), if the current year annual gross receipts of the new entity created or acquired under Paragraphs 1., 2. or 3., above, exceed fifteen percent (15%) of the current year annual gross receipts of the Named Insured as reflected in the most recent Application on file with the Company, then coverage for such newly created or acquired entity will cease ninety (90) days after the effective date of such creation or acquisition unless, within such ninety (90) day period: 1. The Named Insured provides the Company with written notice of such creation or acquisition; and 2. The Named Insured provides the Company with such information in connection therewith as the Company may deem necessary; and 3. The Named Insured accepts any special terms, conditions, exclusions, or additional premium charge as may be required by the Company; and 4. The Company, in its sole discretion, agrees by written endorsement to provide such coverage. The Named Insured is not required to provide written notice to the Company under this section if (1) the current year annual gross receipts of the newly created or acquired entity do not exceed fifteen percent (15%) of the current year annual gross receipts of the Named Insured as reflected in the most recent Application on file with the Company; or (2) the creation or acquisition occurs less than ninety (90) days prior to the end of the Policy Period. XXII. ACTION AGAINST 7 Risk U do;a..„rRC\c REw.6M OF a�) f R. A®' R6k Managem