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(III) the Named Insured accepts any special terms, conditions, exclusions, or additional premium charge as may be required by the Insurer; and (iv) the Insurer, in its sole discretion, agrees by written endorsement to provide such coverage. The Named Insured is not required to provide written notice to the Insurer 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 Insurer; or 2. the creation or acquisition occurs less than ninety (90) days prior to the end of the Policy Period. 11. CHANGE OF CONTROL If, during the Policy Period: a. the Named Insured shall consolidate with or merge into, or sell all or substantially all of its assets to, any other person or organization or group of persons or organizations acting in concert; or b. any person or organization or group of persons or organizations acting in concert shall acquire an amount of the outstanding securities representing more than fifty percent (50%) of the voting power for the election of directors of the Named Insured, or acquires the voting rights of such an amount of such securities; (either of the above events herein referred to as the "Transaction") then this Policy shall continue in full force and effect as to Wrongful Acts committed prior to the effective date of the Transaction, but there shall be no coverage afforded by any provision of this Policy for any Wrongful Act committed after the effective date of the Transaction. The Named Insured shall also have the right to elect the Extended Re- porting Period described in Section 9. of this Policy within thirty (30) days after the effective date of the Transaction. The Named Insured shall give the Insurer written notice of the Transaction as soon as practicable, but not later than thirty (30) days after the effective date of the Transaction. 12. REPRESENTATIONS AND SEVERABILITY The Insureds represent that the particulars and statements contained in the Application and all attachments are true and agree that: a. those particulars and statements are the basis of this Policy and are to be considered as incorporated into and constituting a part of the Policy; b. those particulars and statements are material to the acceptance of the risk assumed by the Insurer; and c. this Policy is issued in reliance upon the truth of such representations. Except for material facts or circumstances known to the person or persons signing the Application, no statement in the Application of knowledge or information possessed by an Insured shall be imputed to any other Insured for the purpose of determining the availability of coverage. 13. SUBROGATION In the event of any payment under this Policy, the Insurer shall be subrogated to the extent of such payment to all the Insureds rights of recovery. The Insureds shall execute and deliver all instruments and papers and do whatever else is necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit in the name of the Insureds. Any recoveries will be applied as follows: a. first, to the Insurer up to the amount of its payment for Damages and Claim Expenses; b. then, to the Insured as recovery of Deductible amounts paid as Damages and Claim Expenses. RTP 101 (02/17) Insured Page 9 of 10