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§12A-8-404.
§12A-8-404.
Wrongful Registration.
(a) Except as otherwise provided in Section 8-406 of this title, an
issuer is liable for wrongful registration of transfer if the issuer
has registered a transfer of a security to a person not entitled to
it, and the transfer was registered:
(1) pursuant to an ineffective indorsement or instruction;
(2) after a demand that the issuer not register transfer became
effective under subsection (a) of Section 8-403 of this title and the
issuer did not comply with subsection (b) of Section 8-403 of this
title;
(3) after the issuer had been served with an injunction, restraining
order, or other legal process enjoining it from registering the
transfer, issued by a court of competent jurisdiction, and the issuer
had a reasonable opportunity to act on the injunction, restraining
order, or other legal process; or
(4) by an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer
under subsection (a) of this section on demand shall provide the
person entitled to the security with a like certificated or
uncertificated security, and any payments or distributions that the
person did not receive as a result of the wrongful registration. If an
overissue would result, the issuer's liability to provide the person
with a like security is governed by Section 8-210 of this title.
(c) Except as otherwise provided in subsection (a) of this section or
in a law relating to the collection of taxes, an issuer is not liable
to an owner or other person suffering loss as a result of the
registration of a transfer of a security if registration was made
pursuant to an effective indorsement or instruction.
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