§ 8-403 — Demand that Issuer Not Register Transfer

Section 8--403. Demand that Issuer Not Register Transfer.\n (a) A person who is an appropriate person to make an indorsement or\noriginate an instruction may demand that the issuer not register\ntransfer of a security by communicating to the issuer a notification\nthat identifies the registered owner and the issue of which the security\nis a part and provides an address for communications directed to the\nperson making the demand. The demand is effective only if it is received\nby the issuer at a time and in a manner affording the issuer reasonable\nopportunity to act on it.\n (b) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security after a demand that the issuer not register\ntransfer has become effective, the issuer shall promptly communicate, to\nthe person who initiated the demand at the address provided in the\ndemand and to the person who presented the security for registration of\ntransfer or initiated the instruction requesting registration of\ntransfer, a notification stating that:\n (1) the certificated security has been presented for registration\n of transfer or the instruction for registration of transfer\n of the uncertificated security has been received;\n (2) a demand that the issuer not register transfer had previously\n been received; and\n (3) the issuer will withhold registration of transfer for a\n period of time stated in the notification in order to provide\n the person who initiated the demand an opportunity to obtain\n legal process or an indemnity bond.\n (c) The period described in subsection (b)(3) may not exceed 30 days\nafter the date of communication of the notification. A shorter period\nmay be specified by the issuer if it is not manifestly unreasonable.\n (d) An issuer is not liable to a person who initiated a demand that\nthe issuer not register transfer for any loss the person suffers as a\nresult of registration of a transfer pursuant to an effective\nindorsement or instruction if the person who initiated the demand does\nnot, within the time stated in the issuer's communication, either:\n (1) obtain an appropriate restraining order, injunction, or other\n process from a court of competent jurisdiction enjoining the\n issuer from registering the transfer; or\n (2) file with the issuer an indemnity bond, sufficient in the\n issuer's judgment to protect the issuer and any transfer\n agent, registrar, or other agent of the issuer involved from\n any loss it or they may suffer by refusing to register the\n transfer.\n (e) This section does not relieve an issuer from liability for\nregistering transfer pursuant to an indorsement or instruction that was\nnot effective.\n