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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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