7-8-108
Section 7-8-108 Warranties in direct holding. (a) A person who transfers a certificated
security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer
is by indorsement, warrants to any subsequent purchaser, that: (1) the certificate is genuine
and has not been materially altered; (2) the transferor or indorser does not know of any fact
that might impair the validity of the security; (3) there is no adverse claim to the security;
(4) the transfer does not violate any restriction on transfer; (5) if the transfer is by indorsement,
the indorsement is made by an appropriate person, or if the indorsement is by an agent, the
agent has actual authority to act on behalf of the appropriate person; and (6) the transfer
is otherwise effective and rightful. (b) A person who originates an instruction for registration
of transfer of an uncertificated security to a purchaser for value warrants to the purchaser
that: (1) the instruction is made by an appropriate person,...
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7-8-102
Section 7-8-102 Definitions. (a) In this article: (1) "Adverse claim" means
a claim that a claimant has a property interest in a financial asset and that it is a violation
of the rights of the claimant for another person to hold, transfer, or deal with the financial
asset. (2) "Bearer form," as applied to a certificated security, means a form in
which the security is payable to the bearer of the security certificate according to its terms
but not by reason of an indorsement. (3) "Broker" means a person defined as a broker
or dealer under the federal securities laws, but without excluding a bank acting in that capacity.
(4) "Certificated security" means a security that is represented by a certificate.
(5) "Clearing corporation" means: (i) a person that is registered as a "clearing
agency" under the federal securities laws; (ii) a federal reserve bank; or (iii) any
other person that provides clearance or settlement services with respect to financial assets
that would require it to...
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7-8-401
Section 7-8-401 Duty of issuer to register transfer. (a) If a certificated security
in registered form is presented to an issuer with a request to register transfer or an instruction
is presented to an issuer with a request to register transfer of an uncertificated security,
the issuer shall register the transfer as requested if: (1) under the terms of the security
the person seeking registration of transfer is eligible to have the security registered in
its name; (2) the indorsement or instruction is made by the appropriate person or by an agent
who has actual authority to act on behalf of the appropriate person; (3) reasonable assurance
is given that the indorsement or instruction is genuine and authorized (Section 7-8-402);
(4) any applicable law relating to the collection of taxes has been complied with; (5) the
transfer does not violate any restriction on transfer imposed by the issuer in accordance
with Section 7-8-204; (6) a demand that the issuer not register transfer has not...

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7-8-210
Section 7-8-210 Overissue. (a) In this section, "overissue" means the
issue of securities in excess of the amount the issuer has corporate power to issue, but an
overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise
provided in subsections (c) and (d), the provisions of this article which validate a security
or compel its issue or reissue do not apply to the extent that validation, issue, or reissue
would result in overissue. (c) If an identical security not constituting an overissue is reasonably
available for purchase, a person entitled to issue or validation may compel the issuer to
purchase the security and deliver it if certificated or register its transfer if uncertificated,
against surrender of any security certificate the person holds. (d) If a security is not reasonably
available for purchase, a person entitled to issue or validation may recover from the issuer
the price the person or the last purchaser for value paid for it with...
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35-12-77
Section 35-12-77 Payment or delivery of abandoned property. (a) Except for property
held in a safe deposit box or other safekeeping depository, upon filing the report required
in Section 35-12-76, the holder of property presumed abandoned shall pay, deliver,
or cause to be paid or delivered to the Treasurer the property described in the report as
unclaimed, but if the property is an automatically renewable deposit, and a penalty or forfeiture
in the payment of interest would result, the time for compliance is extended until a penalty
or forfeiture would no longer result. (b) Tangible property held in a safe deposit box or
other safekeeping depository shall be delivered to the Treasurer within 120 days after filing
the report required in Section 35-12-76. (c) If the property reported to the Treasurer
is a security or security entitlement under Article 8 of Title 7, the Uniform Commercial Code,
the Treasurer is an appropriate person to make an indorsement, instruction, or entitlement...

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40-23-4
Section 40-23-4 Exemptions. (a) There are exempted from the provisions of this division
and from the computation of the amount of the tax levied, assessed, or payable under this
division the following: (1) The gross proceeds of the sales of lubricating oil and gasoline
as defined in Sections 40-17-30 and 40-17-170 and the gross proceeds from those sales of lubricating
oil destined for out-of-state use which are transacted in a manner whereby an out-of-state
purchaser takes delivery of such oil at a distributor's plant within this state and transports
it out-of-state, which are otherwise taxed. (2) The gross proceeds of the sale, or sales,
of fertilizer when used for agricultural purposes. The word "fertilizer" shall not
be construed to include cottonseed meal, when not in combination with other materials. (3)
The gross proceeds of the sale, or sales, of seeds for planting purposes and baby chicks and
poults. Nothing herein shall be construed to exempt or exclude from the computation of...

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7-8-403
Section 7-8-403 Demand that issuer not register transfer. (a) A person who is an appropriate
person to make an indorsement or originate an instruction may demand that the issuer not register
transfer of a security by communicating to the issuer a notification that identifies the registered
owner and the issue of which the security is a part and provides an address for communications
directed to the person making the demand. The demand is effective only if it is received by
the issuer at a time and in a manner affording the issuer reasonable opportunity to act on
it. (b) If a certificated security in registered form is presented to an issuer with a request
to register transfer or an instruction is presented to an issuer with a request to register
transfer of an uncertificated security after a demand that the issuer not register transfer
has become effective, the issuer shall promptly communicate to (i) the person who initiated
the demand at the address provided in the demand and (ii)...
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7-8-208
Section 7-8-208 Effect of signature of authenticating trustee, registrar, or transfer
agent. (a) A person signing a security certificate as authenticating trustee, registrar, transfer
agent, or the like, warrants to a purchaser for value of the certificated security, if the
purchaser is without notice of a particular defect, that: (1) the certificate is genuine;
(2) the person's own participation in the issue of the security is within the person's capacity
and within the scope of the authority received by the person from the issuer; and (3) the
person has reasonable grounds to believe that the certificated security is in the form and
within the amount the issuer is authorized to issue. (b) Unless otherwise agreed, a person
signing under subsection (a) does not assume responsibility for the validity of the security
in other respects. (Acts 1965, No. 549, p. 811; repealed by Acts 1996, No. 96-742, p. 1241,
§1; added by Acts 1996, No. 96-742, p. 1241, §1.)...
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7-8-301
Section 7-8-301 Delivery. (a) Delivery of a certificated security to a purchaser occurs
when: (1) the purchaser acquires possession of the security certificate; (2) another person,
other than a securities intermediary, either acquires possession of the security certificate
on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges
that it holds for the purchaser; or (3) a securities intermediary acting on behalf of the
purchaser acquires possession of the security certificate, only if the certificate is in registered
form and is (i) registered in the name of the purchaser, (ii) payable to the order of the
purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has
not been indorsed to the securities intermediary or in blank. (b) Delivery of an uncertificated
security to a purchaser occurs when: (1) the issuer registers the purchaser as the registered
owner, upon original issue or registration of transfer; or (2)...
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7-8-106
Section 7-8-106 Control. (a) A purchaser has "control" of a certificated security
in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser
has "control" of a certificated security in registered form if the certificated
security is delivered to the purchaser, and: (1) the certificate is indorsed to the purchaser
or in blank by an effective indorsement; or (2) the certificate is registered in the name
of the purchaser, upon original issue or registration of transfer by the issuer. (c) A purchaser
has "control" of an uncertificated security if: (1) the uncertificated security
is delivered to the purchaser; or (2) the issuer has agreed that it will comply with instructions
originated by the purchaser without further consent by the registered owner. (d) A purchaser
has "control" of a security entitlement if: (1) the purchaser becomes the entitlement
holder; (2) the securities intermediary has agreed that it will comply with entitlement orders
originated by...
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