MARVIN MANDEL, Governor

217

Unless noted conspicuously on the security a
restriction on transfer imposed by the issuer even though
otherwise lawful is ineffective except against a person
with actual knowledge of it.

8—205. Effect of unauthorized signature on issue.

In unauthorized signature placed on a security prior
to or in the course of issue is ineffective except that
the signature is effective in favor of a purchaser for
value and without notice of the lack of authority if the
signing has been done by

(a)    An authenticating trustee, registrar,
transfer agent or other person entrusted by the issuer
with the signing of the security or of similar securities
or their immediate preparation for signing; or

(b)    An employee of the issuer or of any of
the foregoing entrusted with responsible handling of the
security.

8—206. Completion or alteration of instrument.

(1) Where a security contains the signatures
necessary to its issue or transfer but is incomplete in
any other respect

(a)    Any person may complete it by filling in
the blanks as authorized; and

(b)   Even though the blanks are incorrectly
filled in, the security as completed is enforceable by a
purchaser who took it for value and without notice of
such incorrectness.

(2) A complete security which has been improperly
altered even though fraudulently remains enforceable but
only according to its original terms.

8—207. Rights of issuer with respect to registered
owners.

(1)   Prior to due presentment for registration of a
transfer of a security in registered form the issuer or
indenture trustee may treat the registered owner as the
person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights
and powers of an owner.

(2)    Nothing in this [subtitle] TITLE shall be
construed to affect the liability of the registered owner
of a security for calls, assessments or the like.