§ 41-08-36 — (8-403) Demand that issuer not register transfer

1. A person who is an appropriate person to make an endorsement 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.
2. 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 the person who
initiated the demand at the address provided in the demand and the person who
presented the security for registration of transfer or initiated the instruction requesting
registration of transfer a notification stating that:
a. The certificated security has been presented for registration of transfer or the
instruction for registration of transfer of the uncertificated security has been
received;
b. A demand that the issuer not register transfer had previously been received; and
c. 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.
3. The period described in subdivision c of subsection 2 may not exceed thirty days after
the date of communication of the notification. A shorter period may be specified by the
issuer if it is not manifestly unreasonable.
4. 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 endorsement or instruction if the person who initiated the demand does
not, within the time stated in the issuer's communication, either:
a. Obtain an appropriate restraining order, injunction, or other process from a court
of competent jurisdiction enjoining the issuer from registering the transfer; or
b. 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.
5. This section does not relieve an issuer from liability for registering transfer pursuant to
an endorsement or instruction that was not effective.