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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7-8-401
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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7-8-404
Section 7-8-404 Wrongful registration. (a) Except as otherwise provided in Section 7-8-406,
an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer
of a security to a person not entitled to it, and the transfer was registered: (1) pursuant
to an ineffective indorsement or instruction; (2) after a demand that the issuer not register
transfer became effective under Section 7-8-403(a) and the issuer did not comply with Section
7-8-403(b); (3) after the issuer had been served with an injunction, restraining order, or
other legal process enjoining it from registering the transfer, issued by a court of competent
jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining
order, or other legal process; or (4) by an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under subsection (a) on
demand shall provide the person entitled to the security with a...
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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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8-6-8
Section 8-6-8 Registration of securities - Registration statement; conditions precedent; bond;
notice of action; fees; quarterly reports and financial statements; discharge from supervision.
(a) A registration statement on securities may be filed by the issuer, any other person on
whose behalf the offering is to be made, or a registered dealer. Any document filed under
this article within five years preceding the filing of a registration statement may be incorporated
by reference in the registration statement to the extent that the document is currently accurate.
The commission may permit, by rule or otherwise, the omission of any item of information or
document from any registration statement. (b) The Securities Commission may require as a condition
of registration by qualification or coordination that: (1) proceeds from the sale of the registered
security be impounded until the issuer receives a specified amount, or (2) any security issued
within the past three years, or to be...
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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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7-8-207
Section 7-8-207 Rights and duties of issuer with respect to registered owners. (a) Before due
presentment for registration of transfer of a certificated security in registered form or
of an instruction requesting registration of transfer of an uncertificated security, the issuer
or indenture trustee may treat the registered owner as the person exclusively entitled to
vote, receive notifications, and otherwise exercise all the rights and powers of an owner.
(b) This article does not affect the liability of the registered owner of a security for a
call, assessment, or the like. (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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7-8-405
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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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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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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