400.8-401. (a) If a certificated security in registered form ispresented to an issuer with a request to register transfer or aninstruction is presented to an issuer with a request to register transferof an uncertificated security, the issuer shall register the transfer asrequested if:
(1) Under the terms of the security the person seeking registrationof transfer is eligible to have the security registered in its name;
(2) The indorsement or instruction is made by the appropriate personor by an agent who has actual authority to act on behalf of the appropriateperson;
(3) Reasonable assurance is given that the indorsement or instructionis genuine and authorized (section 400.8-402);
(4) Any applicable law relating to the collection of taxes has beencomplied with;
(5) The transfer does not violate any restriction on transfer imposedby the issuer in accordance with section 400.8-204;
(6) A demand that the issuer not register transfer has not becomeeffective under section 400.8-403, or the issuer has complied with section400.8-403(b) but no legal process or indemnity bond is obtained as providedin section 400.8-403(d); and
(7) The transfer is in fact rightful or is to a protected purchaser.
(b) If an issuer is under a duty to register a transfer of asecurity, the issuer is liable to a person presenting a certificatedsecurity or an instruction for registration or to the person's principalfor loss resulting from unreasonable delay in registration or failure orrefusal to register the transfer.
400.8-401. (a) If a certificated security in registered form ispresented to an issuer with a request to register transfer or aninstruction is presented to an issuer with a request to register transferof an uncertificated security, the issuer shall register the transfer asrequested if:
(1) Under the terms of the security the person seeking registrationof transfer is eligible to have the security registered in its name;
(2) The indorsement or instruction is made by the appropriate personor by an agent who has actual authority to act on behalf of the appropriateperson;
(3) Reasonable assurance is given that the indorsement or instructionis genuine and authorized (section 400.8-402);
(4) Any applicable law relating to the collection of taxes has beencomplied with;
(5) The transfer does not violate any restriction on transfer imposedby the issuer in accordance with section 400.8-204;
(6) A demand that the issuer not register transfer has not becomeeffective under section 400.8-403, or the issuer has complied with section400.8-403(b) but no legal process or indemnity bond is obtained as providedin section 400.8-403(d); and
(7) The transfer is in fact rightful or is to a protected purchaser.
(b) If an issuer is under a duty to register a transfer of asecurity, the issuer is liable to a person presenting a certificatedsecurity or an instruction for registration or to the person's principalfor loss resulting from unreasonable delay in registration or failure orrefusal to register the transfer.
400.8-401. (a) If a certificated security in registered form ispresented to an issuer with a request to register transfer or aninstruction is presented to an issuer with a request to register transferof an uncertificated security, the issuer shall register the transfer asrequested if:
(1) Under the terms of the security the person seeking registrationof transfer is eligible to have the security registered in its name;
(2) The indorsement or instruction is made by the appropriate personor by an agent who has actual authority to act on behalf of the appropriateperson;
(3) Reasonable assurance is given that the indorsement or instructionis genuine and authorized (section 400.8-402);
(4) Any applicable law relating to the collection of taxes has beencomplied with;
(5) The transfer does not violate any restriction on transfer imposedby the issuer in accordance with section 400.8-204;
(6) A demand that the issuer not register transfer has not becomeeffective under section 400.8-403, or the issuer has complied with section400.8-403(b) but no legal process or indemnity bond is obtained as providedin section 400.8-403(d); and
(7) The transfer is in fact rightful or is to a protected purchaser.
(b) If an issuer is under a duty to register a transfer of asecurity, the issuer is liable to a person presenting a certificatedsecurity or an instruction for registration or to the person's principalfor loss resulting from unreasonable delay in registration or failure orrefusal to register the transfer.
