CHANGES IN EXPOSURE. If an Educational Institution (i) acquires any entity by merger into or consolidation with the Educational Institution; or (ii) acquires securities or voting rights in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary, such entity and its Insured Persons shall be Insureds under this policy but only with respect to Wrongful Acts committed, attempted, or allegedly committed or attempted, after such acquisition or creation unless the Company agrees, after presentation of a complete proposal and all appropriate information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly committed or attempted, by such Insureds prior to such acquisition or creation. The Educational Institution shall give written notice of such acquisition or creation to the Company as soon as practicable together with such information as the Company may require, and shall pay any reasonable additional premium required by the Company. In the event an entity ceases to be a Subsidiary before or after the inception date of this policy, coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this policy but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted, prior to the date such entity ceased to be a Subsidiary.
CHANGES IN EXPOSURE. (1) If, during the Policy Period, any of the following transactions or events (each a “Change in Control”) occurs with respect to the Named Corporation:
(a) the Named Corporation merges into or consolidates with another entity such that the
(b) another entity, person or group of entities and/or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other entity(ies) or person(s) of more than 50% of the outstanding securities representing the present right to vote for election of the Named Corporation’s directors (or the legal equivalent thereof), then the premium for this Policy will be fully earned and coverage will continue until the end of the Policy Period, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events that first occurred, before the effective time of such Change in Control. Coverage shall cease with respect to any Wrongful Act committed or allegedly committed, and any Cyber Event first occurring, after the effective time of such Change in Control.
(2) If, during the Policy Period, an entity ceases to be a Subsidiary (a “Change in Control”), then coverage as to such entity will continue until the end of the Policy Period, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events that first occurred, before the effective time of such Change in Control. Coverage as to such Subsidiary shall cease with respect to any Wrongful Act committed or allegedly committed, and any Cyber Event first occurring, after the effective time of such Change in Control.
(3) If, during the Policy Period, the Company creates or acquires an entity as described in Subsection (2) of DEFINITION (EE) (a “New Entity”) and at the effective time of such transaction, the New Entity’s assets and/or liabilities exceed 10% of the total assets and/or liabilities of the Company as reflected in the Company’s most recent audited consolidated financial statements, then the New Entity will be deemed a Subsidiary under this Policy for a period of 60 days following the effective time of such transaction, but only with respect to Wrongful Acts committed or allegedly committed, and Cyber Events first occurring, after the effective time of such transaction. The New Entity will not be deemed a Subsidiary beyond such 60-day period and coverage shall cease unless the Insurer has received written notice containing full details of such transaction and has agreed to provide...
CHANGES IN EXPOSURE. (A) Acquisition of Another Organization
(1) If before or during the Policy Period an Organization acquires voting rights in another entity such that the acquired entity becomes a Subsidiary,
(2) then coverage shall be provided for such Subsidiary and its Insureds with respect to any:
(a) Liability Coverage Part, solely for Claims for Wrongful Acts after such acquisition; or
(b) Non-Liability Coverage Part, solely after the effective date of such acquisition subject to the Liability for Prior Losses section of such Non-Liability Coverage Part.
CHANGES IN EXPOSURE. A. Acquisition or Creation of Another Organization
1. acquires securities or voting rights in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or
2. acquires any organization by merger into or consolidation with itself such that the Organization is the holding company, then such other organization and the Insured Persons in relation thereto shall be Insured’s under this policy but only with respect to Wrongful Acts occurring after, or Loss or Expense first incurred, after such acquisition or creation. With respect to Insuring Clauses A through E, coverage applies to such other organization and the Insured Persons in relation thereto only for Expense where all of the circumstances, conditions or acts causing or contributing to such Expense occur on or after the date of such acquisition or creation. However, if such acquired or created organization:
(a) has annual revenues equal to or less than twenty five per cent (25%) of the annual revenues of the Organization as reflected in the most recent audited, consolidated financial statements of the Organization and, in the case of such acquisition, the acquired organization; or
(b) is located, incorporated, domiciled or operates in, or has securities listed on any exchange in, the U.S.A; then the Principal Organization shall give written notice of such acquisition or creation and full details of the acquisition or merger when it next applies for renewal of this policy. Upon renewal, the Company may impose additional or different terms and conditions of coverage and require payment of additional premium. If, at the time of an acquisition or merger described above, the annual revenues of the other organization exceed twenty five percent (25%) of the annual revenues of the Principal Organization, as reflected in the most recent audited, consolidated financial statements of the Principal Organization and, in the case of such acquisition, the acquired organization, the Principal Organization shall give The Principal Organization shall give written notice of any Event to the Company as soon as practicable, but in no event later than sixty (60) days, after the date of such Event, together with such other information as the Company may require. The entire premium for this Policy will be deemed fully earned as of the date of such Event
CHANGES IN EXPOSURE. (A) This section shall supplement, and not replace, Common Terms and Conditions Section
CHANGES IN EXPOSURE. (A) This Section shall supplement, and not replace, Common Terms and Conditions Section XIV. Changes in Exposure.
(B) The provisions of Common Terms and Conditions Section XIV. Changes in Exposure (A) Mergers and New Subsidiaries shall also apply to any employee benefit plan of any newly merged or acquired entity and to any trustee of such plan to the extent that such plan and trustee would otherwise qualify as Insureds under this Policy. No coverage shall be available for any Wrongful Act of such Insureds occurring before the merger or acquisition of the entity or for any Interrelated Wrongful Acts thereto.
(C) The provisions of Common Terms and Conditions Section XIV. Changes in Exposure (C) Loss of Subsidiary Status shall also apply to any Insured Plan of a former Subsidiary and any trustee of such plan. No coverage shall be available for any Wrongful Act of such Insureds occurring after an entity ceases to be a Subsidiary.
CHANGES IN EXPOSURE. (1) Mergers or Acquisitions of New Subsidiaries
(a) merges with another entity such that the Entity is the surviving entity; or
(b) acquires a Subsidiary; then such surviving entity or Subsidiary and its Insured Person(s) will be Insureds under this Policy, but only for (i) Claims (other than Inquiries) for Wrongful Acts occurring or allegedly occurring after the effective date of such transaction, and (ii) Inquiries based upon or arising out of matters or circumstances occurring or allegedly occurring after the effective date of such transaction. If the fair value of the assets of, or total consideration paid for, any newly merged or acquired entity or Subsidiary exceeds thirty percent (30%) of the total consolidated assets of the Named Entity as reflected in its most recent consolidated audited financial statements as of the Inception Date, the Named Entity as a condition precedent to coverage with respect to such new Insureds will give the Insurer full details of the transaction in writing as soon as practicable but in no event later than ninety (90) days after the effective date of such transaction, together with such information as the Insurer may require, and will pay any additional premium so required by the Insurer. If the Named Entity fails to comply with such condition precedent, coverage otherwise afforded by this Section will terminate ninety (90) days after the effective date of such transaction.
CHANGES IN EXPOSURE. (a) Acquisition or Creation of Another Organisation
(i) acquires securities or voting rights in another Organization or creates another Organization which, as a result of such acquisition or creation, becomes a Subsidiary; or
(ii) acquires any Organization by merger into or consolidation with itself such that the Organization is the holding company, then such Organization and the Insured Persons in relation thereto shall be Insureds under this policy but only with respect to Wrongful Acts occurring after, or Formal Investigations into conduct occurring after, such acquisition or creation. The Company may agree to provide cover, after presentation of a complete Proposal, for Wrongful Acts occurring prior to, and Formal Investigations into conduct occurring prior to, such acquisition or creation and shall have the right to amend the terms of this policy including charging an additional premium. However, if such acquired or created organization: (a) has consolidated total assets that increase the total consolidated assets of the Organization by more than twenty-five per cent (25%) as reflected in the most recent audited, consolidated financial statements of the Organization and, in the case of such acquisition, the acquired organization; or (b) is located, incorporated, domiciled or operates in or has securities listed on an exchange in India and any territory under its jurisdiction, then the Principal Organization shall give written notice of such acquisition or creation to the Company as soon as practicable together with such information as the Company may require. In the event of such acquisition or merger, the Company shall have the right to amend the terms of this policy including charging an additional premium.
CHANGES IN EXPOSURE. If, during the Policy Period, any Private Fund changes its name with appropriate approval but does not make any material changes or modifications to any investment objectives, restrictions, limitations, guidelines, management, operations, or policies that require appropriate approval, this Policy shall continue to provide insurance to such Insured Private Fund and its Insured Individual(s) for the remainder of the Policy Period. The Parent Company shall provide notice to the Insurer within ninety (90) days after the termination or expiration of the Policy Period of any Private Fund that has changed names during the Policy Period.
CHANGES IN EXPOSURE. If after the inception date of this Policy: (1) the Organization consolidates with or merges into another entity, or sells all or substantially all of its assets; or (2) any person, entity or group of persons or entities acting in concert acquire all or substantially all of the assets of the Organization; or (3) the Organization offers or sells any securities issued by the Organization in a transaction not exempt from registration under the Securities Act of 1933 or acquires the securities of a publicly traded entity such that the entity would become a Subsidiary of the Organization; or (4) a receiver, conservator, trustee, liquidator, rehabilitator or any similar official is appointed for or with respect to the Organization; then the above events shall be referred to as a "Change in Control.” This Policy shall continue in full force and effect for Wrongful Employment Acts, or Wrongful Third Party Acts if applicable, occurring before the Change in Control, but coverage will cease with respect to actual or alleged Wrongful Employment Acts, or Wrongful Third Party Acts if applicable, occurring after the Change in Control. The entire premium for this Policy shall be deemed earned. The Organization shall have the right to an offer by the INSURER of an Extended Reporting Period described in Section VI of this Policy. The Organization shall give the INSURER written notice of the Change in Control as soon as practicable, but not later than 30 days after the effective date of the Change in Control.
