THEODORE R. MCKELDIN, GOVERNOR 349

sented thereby, but the intent to transfer such certificate or
shares, shall impose an obligation, in the absence of an agree-
ment to the contrary, upon the person so delivering, to com-
plete the transfer by making the necessary indorsement. The
transfer shall take effect as of the time when the indorsement
is actually made. This obligation may be specifically enforced.

105. (Effect of Transfer without Delivery. ) An attempted
transfer of title to a certificate or to the shares represented
thereby without delivery of the certificate shall have the effect
of a promise to transfer and the obligation, if any, imposed
by such promise shall be determined by the law governing
the formation and performance of contracts.

106. (Warranties by Transferor. ) A person who for value
transfers a certificate, including one who assigns for value a
claim secured by a certificate, unless a contrary intention
appears, warrants—

(a) That the certificate is genuine,

(b) That he has a legal right to transfer it, and

(c) That he has no knowledge of any fact which would
impair the validity of the certificate.

In the case of an assignment of a claim secured by a certi-
ficate, the liability of the assignor upon such warranty shall
not exceed the amount of the claim.

107. (No Warranty by Secured Creditor. ) A mortgagee,
pledgee, or other holder for security of a certificate who in
good faith demands or receives payment of the debt for which
such certificate is security, whether from a party to a draft
drawn for such debt, or from any other person, shall not by
so doing be deemed to represent or to warrant the genuine-
ness of such certificate, or the value of the shares represented
thereby.

108. (Attachment of Shares. ) No attachment or levy upon
shares of stock for which a certificate is outstanding shall be
valid until such certificate be actually seized by the officer
making the attachment or levy, or be surrendered to the cor-
poration which issued it, or its transfer by the holder be en-
joined. Except where a certificate is lost or destroyed, such
corporation shall not be compelled to issue a new certificate
for the stock until the old certificate is surrendered to it.

109. (Creditor's Remedies. ) A creditor whose debtor is
the owner of a certificate shall be entitled to such aid from