Common use of GH Securities Regulatory Approvals Clause in Contracts

GH Securities Regulatory Approvals. (i) Holding Company shall (i) have filed, or shall have caused GH Securities to file, an application for change of ownership with the NASD, and (ii) have diligently pursued, or caused GH Securities to diligently pursue, such application through all appropriate channels, including participating in any interviews requested by the NASD. Holding Company shall have filed, or shall have caused GH Securities to file and diligently pursue, all applications and notifications relating to the change of ownership that may be required by the securities authorities of the State of Florida and any other state in which GH Securities is licensed as a securities broker and/or as a real estate broker. Such applications and notifications need not be approved by the NASD or the applicable state securities authorities before the Closing. (ii) In light of NASD Rule 1017, which requires that the application for change of ownership be filed no less than thirty (30) days before such change is effected, until the 31st day after the date on which such application is filed, title to the GH Securities Stock Interests shall remain in the name of Holding Company, notwithstanding the delivery of a stock certificate or other documentation respecting the GH Securities Stock Interests to Buyer at the Closing Date. (iii) Upon receipt of NASD approval of such change of ownership, which need not occur prior to the Closing, Holding Company shall deliver to Buyer letters of resignation from all officers and directors of GH Securities. (iv) In the event that NASD approval of such change of ownership has not been obtained within nine (9) months of the Closing Date, Buyer shall have the right to require Holding Company to transfer the GH Securities Stock Interests for nominal consideration to any transferee designated by Buyer for a period of thirty (30) days, beginning at the end of nine (9) months after the Closing Date. The foregoing conditions are for the sole benefit of Buyer and may be waived by Buyer, in whole or in part, at any time and from time to time in the sole discretion of Buyer. The failure by Buyer at any time to exercise any of the foregoing rights shall be deemed a waiver of any such right. Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with Seller, Holding Company and their Affiliates to do all things reasonably necessary or desirable to effect the receipt of NASD approval of the change of ownership of GH Securities contemplated in this Section 10.02(j).

GH Securities Regulatory Approvals. (a) The Guarantor shall, or shall cause GH Securities (i) Holding Company shall (i) have filed, or shall have caused GH Securities to file, file an application for change of ownership with the National Association of Securities Dealers, Inc. (“NASD, ”) and (ii) have diligently pursued, or caused GH Securities to diligently pursue, pursue such application through all appropriate channels, including participating in any interviews requested by the NASD. Holding Company The Guarantor shall have filedfile, or shall have caused cause GH Securities to file and diligently pursue, all applications and notifications relating to the change of ownership that may be required by the securities authorities of the State of Florida and any other state in which GH Securities is licensed as a securities broker and/or as a real estate broker. Such applications and notifications need not be approved by the NASD or the applicable state securities authorities before the Closing. (iib) In light of NASD Rule 1017, which requires that the application for change of ownership to be filed no less than thirty (30) days before such change is effected, until the 31st day after the date on which such application is filed, title to the GH Securities Stock Interests shall remain in the name of Holding Companythe Guarantor, notwithstanding the Guarantor’s delivery of a stock certificate or other documentation respecting the GH Securities Stock Interests Interest Transfer Documents to Buyer GTA-IB at the Closing Date. (iiic) Upon receipt of NASD approval of such change of ownership, which need not occur prior to the Closing, Holding Company Guarantor shall deliver to Buyer GTA-IB letters of resignation from all officers and directors of GH SecuritiesSecurities other than Xx. Xxxxxxx Xxxxxxxxxx, the current President thereof. (ivd) In the event that NASD approval of such change of ownership has not been obtained within nine twelve (912) months of the Closing Date, Buyer GTA-IB shall have the right to require Holding Company cancel and rescind the transfer of the GH Securities Stock Interests contemplated by this Agreement, and upon exercise of such right, GTA-IB shall return the GH Securities Stock Interests Transfer Documents to Guarantor. In that case, Guarantor agrees to own and operate GH Securities consistent with past practice for up to forty-eight (48) months (provided that the Guarantor shall not be obligated to invest any new capital in GH Securities), and to transfer the GH Securities Stock Interests for nominal consideration to any transferee designated by Buyer for a period of thirty (30) days, beginning at the end of nine (9) months after the Closing Date. The foregoing conditions are for the sole benefit of Buyer and may be waived by Buyer, in whole or in part, at any time and from time to time in the sole discretion of Buyer. The failure by Buyer at any time to exercise any of the foregoing rights shall be deemed a waiver of any GTA-IB during such right. Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with Seller, Holding Company and their Affiliates to do all things reasonably necessary or desirable to effect the receipt of NASD approval of the change of ownership of GH Securities contemplated in this Section 10.02(j)period.

GH Securities Regulatory Approvals. (i) Holding Company shall (i) have filed, or shall have caused GH Securities to file, an application for change of ownership with the NASD, and (ii) have diligently pursued, or caused GH Securities to diligently pursue, such application through all appropriate channels, including participating in any interviews requested by the NASD. Holding Company shall have filed, or shall have caused GH Securities to file and diligently pursue, all applications and notifications relating to the change of ownership that may be required by the securities authorities of the State of Florida and any other state in which GH Securities is licensed as a securities broker and/or as a real estate broker. Such applications and notifications need not be approved by the NASD or the applicable state securities authorities before the Closing. (ii) In light of NASD Rule 1017, which requires that the application for change of ownership be filed no less than thirty (30) days before such change is effected, until the 31st day after the date on which such application is filed, title to the GH Securities Stock Interests shall remain in the name of Holding Company, notwithstanding the delivery of a stock certificate or other documentation respecting the GH Securities Stock Interests to Buyer at the Closing Date. (iii) Upon receipt of NASD approval of such change of ownership, which need not occur prior to the Closing, Holding Company shall deliver to Buyer letters of resignation from all officers and directors of GH Securities, except for the current principal of GH Securities. (iv) In the event that NASD approval of such change of ownership has not been obtained within nine (9) months of the Closing Date, Buyer shall have the right to require Holding Company to transfer the GH Securities Stock Interests for nominal consideration to any transferee designated by Buyer for a within the period of thirty (30) days, days beginning at the end of nine (9) months after the Closing Date. . (v) Pending the transfer of the GH Securities Stock Interest to Buyer or Buyer’s designee, (1) Holding Company shall cause GH Securities to continue to conduct the Condominium sales and Rental Pool Business in the same manner as currently conducted by GH Securities and to comply fully with its compliance manual (2) Holding Company shall cause GH Securities to file on a timely basis and prosecute all reports required to be filed by GH Securities with the NASD or any Governmental Agency, (3) Holding Company shall deliver or cause GH Securities to deliver to Buyer all reports filed by GH Securities with, and any written notices and communications that GH Securities receives from the NASD or any Governmental Agency and (4) Holding Company shall deliver or cause GH Securities to deliver to Buyer copies of any complaints received by customers of GH Securities and any compliance officer investigation reports of such complaints and responses associated therewith. (vi) The foregoing conditions are for the sole benefit of Buyer and may be waived by Buyer, in whole or in part, at any time and from time to time in the sole discretion of Buyer. The failure by Buyer at any time to exercise any of the foregoing rights shall be deemed a waiver of any such right. Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with Seller, Holding Company and their Affiliates to do all things reasonably necessary or desirable to effect the receipt of NASD approval of the change of ownership of GH Securities contemplated in this Section 10.02(j10.02(k).