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<br />b. Employer merges with another entity without OHS' prior <br />written consent to the assignment of this Agreement to the surviving <br />entity; <br /> <br />c. Employer sells or otherwise transfers control of a majority <br />of its assets or operations to another person or entity without OHS' <br />prior written consent to the assignment of this Agreement; <br /> <br />d. Employer materially changes its nature of business; <br /> <br />e. Employer fails to abide by or enforce the conditions of <br />eligibility and enrollment as set forth in Addendum One; <br /> <br />f. Employer materially breaches this Agreement. <br /> <br />4. Coverage may be terminated for individual Members: <br /> <br />a. By Employer's or OHS' termination of this Agreement; <br /> <br />b. as set forth in the Evidence of Coverage; <br /> <br />c. if prepayment fees for the Member are not paid in the <br />manner, amounts and at the times specified in Addendum Two; <br /> <br />d. on midnight of the last day of the month in which the Member <br />provides OHS written notice to voluntarily disenroll¡ or <br /> <br />e. on midnight of the last day of the month in which the Member <br />fails to meet the eligibility requirements stated in the Evidence of <br />Coverage or Addendum One. <br /> <br />Termination of group coverage of a Subscriber automatically <br />terminates coverage for any of his or her Family Members. <br /> <br />5. Employer shall immediately inform OHS as to any event which <br />gives rise to OHS' right to terminate this Agreement or any <br />individual Member's coverage. <br /> <br />6. Upon receipt of OHS' notice of termination, or delivery of <br />Employer's notice of termination to OHS, Employer shall immediately <br />mail to each Subscriber a notice of termination and provide OHS <br />proof of such mailing and the date thereof. <br /> <br />B. continuation of Group Coverage <br /> <br />In accordance with the United states Consolidated Omnibus Budget <br />Reconciliation Act ("COBRA"), Public Law 99-272, a Member who loses <br />coverage hereunder is entitled under certain conditions to elect to <br />continue Employer group coverage if Employer is not exempted <br />thereunder. Under COBRA, all notification and other compliance <br /> <br /> <br />- 3 - <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />.«.,----- ,h "r-""" <br />