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§12A-8-403.
§12A-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) the person who presented the security for
registration of transfer or initiated the instruction requesting
registration of transfer a notification stating that:
(1) the certificated security has been presented for registration of
transfer or instruction for registration of transfer of the
uncertificated security has been received;
(2) a demand that the issuer not register transfer had previously been
received; and
(3) the issuer will withhold registration of transfer for a period of
time stated in the notification in order to provide the person who
initiated the demand an opportunity to obtain legal process or an
indemnity bond.
(c) The period described in paragraph (3) of subsection (b) of this
section may not exceed thirty (30) days after the date of
communication of the notification. A shorter period may be specified
by the issuer if it is not manifestly unreasonable.
(d) An issuer is not liable to a person who initiated a demand that
the issuer not register transfer for any loss the person suffers as a
result of registration of a transfer pursuant to an effective
indorsement or instruction if the person who initiated the demand does
not, within the time stated in the issuer's communication, either:
(1) obtain an appropriate restraining order, injunction, or other
process from a court of competent jurisdiction enjoining the issuer
from registering the transfer; or
(2) file with the issuer an indemnity bond, sufficient in the issuer's
judgment to protect the issuer and any transfer agent, registrar, or
other agent of the issuer involved from any loss it or they may suffer
by refusing to register the transfer.
(e) This section does not relieve an issuer from liability for
registering transfer pursuant to an indorsement or instruction that
was not effective.
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