(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 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 8.204;
(6) a demand that the issuer not register transfer has not become effective under
Section 8.403, or the issuer has complied with Section 8.403(b) but no legal process or indemnity bond is obtained as provided in Section 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 a security, the issuer
is liable to a person presenting a certificated security or an instruction for registration
or to the person's principal for loss resulting from unreasonable delay in registration
or failure or refusal to register the transfer.
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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