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 (Acts 1965, No. 549, p. 811; repealed by Acts 1996, No. 96-742, p. 1241,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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7-8-205
Section 7-8-205 Effect of unauthorized signature on security certificate. An unauthorized signature
placed on a security certificate before or in the course of issue is ineffective, but the
signature is effective in favor of a purchaser for value of the certificated security if the
purchaser is without notice of the lack of authority and the signing has been done by: (1)
an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer
with the signing of the security certificate or of similar security certificates, or the immediate
preparation for signing of any of them; or (2) an employee of the issuer, or of any of the
persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
(Acts 1965, No. 549, p. 811; repealed by Acts 1996, No. 96-742, p. 1241, §1; added by Acts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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7-8-201
Section 7-8-201 Issuer. (a) With respect to an obligation on or a defense to a security, an
"issuer" includes a person that: (1) places or authorizes the placing of its name
on a security certificate, other than as authenticating trustee, registrar, transfer agent,
or the like, to evidence a share, participation, or other interest in its property or in an
enterprise, or to evidence its duty to perform an obligation represented by the certificate;
(2) creates a share, participation, or other interest in its property or in an enterprise,
or undertakes an obligation, that is an uncertificated security; (3) directly or indirectly
creates a fractional interest in its rights or property, if the fractional interest is represented
by a security certificate; or (4) becomes responsible for, or in place of, another person
described as an issuer in this section. (b) With respect to an obligation on or defense to
a security, a guarantor is an issuer to the extent of its guaranty, whether or not its...

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8-6-91
Section 8-6-91 Definitions. In this article, unless the context otherwise requires, the following
terms shall have the meanings ascribed to them by this section: (1) BANK. A bank, trust company,
national banking association, savings bank, or industrial bank. (2) BROKER. A person, including
a bank, lawfully engaged in the business of effecting transactions in securities for the account
of others and includes a broker lawfully engaged in buying and selling securities for his
own account. (3) ISSUER. A person who places, or authorizes the placing of, his name on a
security other than as a transfer agent to evidence that it represents a share, participation,
or other interest in his property or in an enterprise or to evidence his duty to perform an
obligation evidenced by the security or who becomes responsible for or in place of any such
person. (4) PERSON. Such term includes a corporation, government or governmental subdivision
or agency, business trust, estate, trust, partnership or...
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7-8-407
Section 7-8-407 Authenticating trustee, transfer agent, and registrar. A person acting as authenticating
trustee, transfer agent, registrar, or other agent for an issuer in the registration of a
transfer of its securities, in the issue of new security certificates or uncertificated securities,
or in the cancellation of surrendered security certificates has the same obligation to the
holder or owner of a certificated or uncertificated security with regard to the particular
functions performed as the issuer has in regard to those functions. (Acts 1996, No. 96-742,
p. 1241, §1.)...
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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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7-8-301
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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7-8-306
Section 7-8-306 Effect of guaranteeing signature, indorsement, or instruction. (a) A person
who guarantees a signature of an indorser of a security certificate warrants that at the time
of signing: (1) the signature was genuine; (2) the signer was an appropriate person to indorse,
or if the signature is by an agent, the agent had actual authority to act on behalf of the
appropriate person; and (3) the signer had legal capacity to sign. (b) A person who guarantees
a signature of the originator of an instruction warrants that at the time of signing: (1)
the signature was genuine; (2) the signer was an appropriate person to originate the instruction,
or if the signature is by an agent, the agent had actual authority to act on behalf of the
appropriate person, if the person specified in the instruction as the registered owner was,
in fact, the registered owner, as to which fact the signature guarantor does not make a warranty;
and (3) the signer had legal capacity to sign. (c) A person who...
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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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7-8-405
Section 7-8-405 Replacement of lost, destroyed, or wrongfully taken security certificate. (a)
If an owner of a certificated security, whether in registered or bearer form, claims that
the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new
certificate if the owner: (1) so requests before the issuer has notice that the certificate
has been acquired by a protected purchaser; (2) files with the issuer a sufficient indemnity
bond; and (3) satisfies other reasonable requirements imposed by the issuer. (b) If, after
the issue of a new security certificate, a protected purchaser of the original certificate
presents it for registration of transfer, the issuer shall register the transfer unless an
overissue would result. In that case, the issuer's liability is governed by Section 7-8-210.
In addition to any rights on the indemnity bond, an issuer may recover the new certificate
from a person to whom it was issued or any person taking under that person, except...
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