§25‑8‑403. Demand that issuer not register transfer.
(a) A person who is anappropriate person to make an indorsement or originate an instruction maydemand that the issuer not register transfer of a security by communicating tothe issuer a notification that identifies the registered owner and the issue ofwhich the security is a part and provides an address for communicationsdirected to the person making the demand. The demand is effective only if it isreceived by the issuer at a time and in a manner affording the issuerreasonable opportunity to act on it.
(b) If a certificatedsecurity in registered form is presented to an issuer with a request toregister transfer or an instruction is presented to an issuer with a request toregister transfer of an uncertificated security after a demand that the issuernot register transfer has become effective, the issuer shall promptlycommunicate to (i) the person who initiated the demand at the address providedin the demand and (ii) the person who presented the security for registrationof transfer or initiated the instruction requesting registration of transfer anotification stating that:
(1) The certificatedsecurity has been presented for registration of transfer or the instruction forregistration of transfer of the uncertificated security has been received;
(2) A demand that theissuer not register transfer had previously been received; and
(3) The issuer willwithhold registration of transfer for a period of time stated in thenotification in order to provide the person who initiated the demand anopportunity to obtain legal process or an indemnity bond.
(c) The perioddescribed in subdivision (b)(3) of this section may not exceed 30 days afterthe date of communication of the notification. A shorter period may bespecified by the issuer if it is not manifestly unreasonable.
(d) An issuer is notliable to a person who initiated a demand that the issuer not register transferfor any loss the person suffers as a result of registration of a transferpursuant to an effective indorsement or instruction if the person who initiatedthe demand does not, within the time stated in the issuer's communication,either:
(1) Obtain anappropriate restraining order, injunction, or other process from a court ofcompetent jurisdiction enjoining the issuer from registering the transfer; or
(2) File with the issueran indemnity bond, sufficient in the issuer's judgment to protect the issuerand any transfer agent, registrar, or other agent of the issuer involved fromany loss it or they may suffer by refusing to register the transfer.
(e) This section doesnot relieve an issuer from liability for registering transfer pursuant to anindorsement or instruction that was not effective. (1965, c. 700, s. 1; 1977, c.814, s. 9; 1989, c. 588, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 9(d); 1997‑181,s. 1.)
§25‑8‑403. Demand that issuer not register transfer.
(a) A person who is anappropriate person to make an indorsement or originate an instruction maydemand that the issuer not register transfer of a security by communicating tothe issuer a notification that identifies the registered owner and the issue ofwhich the security is a part and provides an address for communicationsdirected to the person making the demand. The demand is effective only if it isreceived by the issuer at a time and in a manner affording the issuerreasonable opportunity to act on it.
(b) If a certificatedsecurity in registered form is presented to an issuer with a request toregister transfer or an instruction is presented to an issuer with a request toregister transfer of an uncertificated security after a demand that the issuernot register transfer has become effective, the issuer shall promptlycommunicate to (i) the person who initiated the demand at the address providedin the demand and (ii) the person who presented the security for registrationof transfer or initiated the instruction requesting registration of transfer anotification stating that:
(1) The certificatedsecurity has been presented for registration of transfer or the instruction forregistration of transfer of the uncertificated security has been received;
(2) A demand that theissuer not register transfer had previously been received; and
(3) The issuer willwithhold registration of transfer for a period of time stated in thenotification in order to provide the person who initiated the demand anopportunity to obtain legal process or an indemnity bond.
(c) The perioddescribed in subdivision (b)(3) of this section may not exceed 30 days afterthe date of communication of the notification. A shorter period may bespecified by the issuer if it is not manifestly unreasonable.
(d) An issuer is notliable to a person who initiated a demand that the issuer not register transferfor any loss the person suffers as a result of registration of a transferpursuant to an effective indorsement or instruction if the person who initiatedthe demand does not, within the time stated in the issuer's communication,either:
(1) Obtain anappropriate restraining order, injunction, or other process from a court ofcompetent jurisdiction enjoining the issuer from registering the transfer; or
(2) File with the issueran indemnity bond, sufficient in the issuer's judgment to protect the issuerand any transfer agent, registrar, or other agent of the issuer involved fromany loss it or they may suffer by refusing to register the transfer.
(e) This section doesnot relieve an issuer from liability for registering transfer pursuant to anindorsement or instruction that was not effective. (1965, c. 700, s. 1; 1977, c.814, s. 9; 1989, c. 588, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 9(d); 1997‑181,s. 1.)
§25‑8‑403. Demand that issuer not register transfer.
(a) A person who is anappropriate person to make an indorsement or originate an instruction maydemand that the issuer not register transfer of a security by communicating tothe issuer a notification that identifies the registered owner and the issue ofwhich the security is a part and provides an address for communicationsdirected to the person making the demand. The demand is effective only if it isreceived by the issuer at a time and in a manner affording the issuerreasonable opportunity to act on it.
(b) If a certificatedsecurity in registered form is presented to an issuer with a request toregister transfer or an instruction is presented to an issuer with a request toregister transfer of an uncertificated security after a demand that the issuernot register transfer has become effective, the issuer shall promptlycommunicate to (i) the person who initiated the demand at the address providedin the demand and (ii) the person who presented the security for registrationof transfer or initiated the instruction requesting registration of transfer anotification stating that:
(1) The certificatedsecurity has been presented for registration of transfer or the instruction forregistration of transfer of the uncertificated security has been received;
(2) A demand that theissuer not register transfer had previously been received; and
(3) The issuer willwithhold registration of transfer for a period of time stated in thenotification in order to provide the person who initiated the demand anopportunity to obtain legal process or an indemnity bond.
(c) The perioddescribed in subdivision (b)(3) of this section may not exceed 30 days afterthe date of communication of the notification. A shorter period may bespecified by the issuer if it is not manifestly unreasonable.
(d) An issuer is notliable to a person who initiated a demand that the issuer not register transferfor any loss the person suffers as a result of registration of a transferpursuant to an effective indorsement or instruction if the person who initiatedthe demand does not, within the time stated in the issuer's communication,either:
(1) Obtain anappropriate restraining order, injunction, or other process from a court ofcompetent jurisdiction enjoining the issuer from registering the transfer; or
(2) File with the issueran indemnity bond, sufficient in the issuer's judgment to protect the issuerand any transfer agent, registrar, or other agent of the issuer involved fromany loss it or they may suffer by refusing to register the transfer.
(e) This section doesnot relieve an issuer from liability for registering transfer pursuant to anindorsement or instruction that was not effective. (1965, c. 700, s. 1; 1977, c.814, s. 9; 1989, c. 588, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 9(d); 1997‑181,s. 1.)
