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12. CHANGES OF CONTROL <br />I <br />If, during the Policy Period <br />a. the Named Insured shall. consolidate with or merge into, or sell all or substantially all of its assets to, any other person or <br />organization or group of persons or organizations acting in conceit; or <br />b. any person or organization or group of persons or organizations acting in concert shall acquire an amount of the outstanding <br />securities representing more than fifty percent (50%) of the voting power for the election of directors of the Named Insured, <br />or acquires the voting rights of such an amount of such securities; <br />(either of the above events herein referred to as the "Transaction") <br />then this Policy shall continue in full force and effect as to Wrongful Acts committed prior to the effective date of the <br />Transaction, but there shall be no coverage afforded by any provision of this Policy for any Wrongful Act committed after the <br />effective date of the 'Transaction. The Named Insured shall also have the right to elect the Extended Reporting Period described <br />in Section 10. of this Policy within thirty (30) days after the effective date of the Transaction, <br />The Named Insured shall give the Insurer written notice of the Transaction as soon as practicable, but not later than thirty (30) <br />days after the effective date of the Transaction. <br />The Insureds represent that the particulars and statements contained in the Application and all attachments are true and agree <br />that: <br />a, those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a <br />pail of the Policy; <br />b. those particulars and statements are material to the acceptance of the risk assumed by the Insurer; and <br />c. this Policy is issued in reliance upon the truth of such representations. <br />Except for material facts or Circumstances known to the person or persons signing the Application, no statement in the <br />Application of knowledge or information possessed by an Insured shall be imputed to any other Insured for the purpose of <br />determining the availability of coverage. <br />14. SUBROGATION <br />In the event of any payment Linder this Policy, the Insurer shall be SLibrogated to the extent of such payment to all the Insureds <br />rights of recovery. The Insureds shall execute and deliver all instrunients and papers and do whatever else is necessary to secure <br />and preserve such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit in tile <br />name of the Insureds. <br />15. OTHER INSURANCE <br />This Policy is excess of other existing insurance, including but not limited to any insurance Linder which there is a duty to defend, <br />unless such other insurance is specifically written to be in excess of this Policy. <br />I VIRLM111 9,1111111 e offil 1 INHIMMIM <br />Coverage Linder this Policy shall extend to Wrongful Acts committed anywhere in the world, provided that the Claim is first <br />made against the Insured within the United States of America, its territories or possessions. <br />17. ADDITIONAL INSURED STATUS FOR PARENT ORGANIZATION <br />The Parent Organization is named as an Additional Insured, but only as respects Claims first made against the Parent <br />Organization during the Policy Period and first reported to the Insurer during the Policy Period, the Automatic Extended <br />Reporting Period or, if applicable, during the Extended Reporting Period, f Wro ful Acts by an Insured. <br />HODGESLACE Yr & ASSOCIATES, L.LC A-2014--037 REVIEWED BY: EUNICE HEREDIA (PG 17 OF 24) <br />RTP 10'1 ( ©9111) Page 9 of 10 <br />Insured <br />