§ 344. Issuance of license upon acquisition of business of licensed
lender. 1. Prior to any acquisition, by merger, consolidation, purchase
of assets or otherwise, except by purchase of stock, of the assets or
business, or a substantial part thereof, of a licensee under this
article, the person desirous of continuing to maintain and operate any
place of business theretofore maintained and operated by such licensee
and each person who controls such person shall file with the
superintendent, for all such places of business, one application, in
such form and containing such information, including the information
required under section three hundred forty-one of this article, as the
superintendent may require. At the time of making such application, the
applicants shall pay to the superintendent an investigation fee, as
prescribed pursuant to section eighteen-a of this chapter if the person
desirous of continuing to maintain and operate such places of business
is already licensed under this article, or, if such person is not so
licensed, an investigation fee as prescribed pursuant to section
eighteen-a of this chapter. If such person is licensed, the
superintendent shall amend the license accordingly within thirty days if
it is found that the acquisition is in accordance with the purposes of
this article. If such person is not licensed, the superintendent shall
determine whether the financial responsibility, experience, character,
and general fitness of the applicants, and of the members thereof if any
applicant be a partnership or association, and of the officers,
directors and controlling stockholders thereof if any applicant be a
corporation, are such as to command the confidence of the community and
to warrant belief that the business will be operated honestly, fairly,
and efficiently within the purpose of this article and the
superintendent shall approve or deny such application within ninety days
of the filing thereof. If the superintendent disapproves such
application, or, if no such application has been made, the license for
each such place of business shall become null and void and the
applicants or licensee, whoever has possession of each such license,
shall forthwith surrender the license theretofore in effect to the
superintendent. If the superintendent approves such application, the
person being acquired shall surrender to the superintendent the license
theretofore in effect for each such place of business and the
superintendent shall issue and transmit one copy of a new license to
maintain and operate each such place of business to the person desirous
of continuing to maintain and operate such place of business and file
another copy in the department.

As used in this subdivision one, (a) the term "person" includes an
individual, partnership, corporation, association or any other
organization and (b) the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether by means of the ownership
of the voting stock or equity interests of such person or of one or more
persons controlling such persons, by means of a contractual arrangement,
or otherwise. Control shall be presumed to exist if any person directly
or indirectly owns, controls or holds with the power to vote ten per
centum or more of the voting stock or equity interests of the person
desirous of continuing to maintain and operate a licensee's place of
business or of any entity which directly or indirectly controls such
person. The superintendent may, upon the application of a licensee or
any such person or entity, determine whether or not the ownership,
control or holding of such voting stock or equity interests constitutes
or would constitute control for purposes of this subdivision.

2. The transfer by operation of law to a legal representative, as
hereinafter defined, of the assets or business of a licensee under this
article, or a substantial part thereof, shall not, to the extent
hereinafter provided, be deemed an acquisition within the meaning of
this section. Such legal representative, if duly qualified to act in
this state, may continue to maintain and operate any place of business
theretofore maintained and operated by such licensee, subject to all the
provisions of this chapter including the payment of license fees, for a
period of not more than six months from the date of his qualification as
legal representative and for such additional period of time as the
superintendent may prescribe in writing. During such period, the legal
representative shall be deemed a licensee under this article. The
appointment and qualification of a successor to the legal representative
shall not, without the approval of the superintendent, operate to extend
such period.

Each such legal representative shall promptly following his or her
appointment file with the superintendent a certificate or duly certified
copy of an order of the court to evidence his authority to acquire the
assets of the licensee and to maintain and operate the business thereof.
If a legal representative desires to continue to maintain and operate
any place of business theretofore maintained and operated by the
licensee he or she shall, prior to the expiration of such six month
period or any extension thereof prescribed by the superintendent, file
an application pursuant to this section and comply with all of the
provisions of this chapter. The investigation fee payable upon filing
such application shall be as prescribed pursuant to section eighteen-a
of this chapter.

The term "legal representative," for the purposes of this section,
shall mean one duly appointed by a court of competent jurisdiction as an
executor, administrator, trustee, committee, conservator or receiver,
including one who succeeds a legal representative and one acting in an
ancillary capacity thereto in accordance with the provisions of such
court appointment.

If any provision of this section, or the application of such provision
to any individual, company, corporation or circumstance, shall be held
invalid, the remainder of this section, and the application thereof to
anyone other than the one to which it is held invalid, shall not be
affected thereby.