2716

LAWS OF MARYLAND

Ch. 720

(D) IF SIGNATURES ON AN INITIAL TRANSACTION STATEMENT
ARE ADMITTED OR ESTABLISHED, THE FACTS STATED IN THE STATEMENT
ARE PRESUMED TO BE TRUE AS OF THE TIME OF ITS ISSUANCE; AND

[(d)] (E) After it is shown that a defense or defect
exists the plaintiff has the burden of establishing that he or
some person under whom he claims is a person against whom the
defense or defect is ineffective (§ 8-202).

8-106.

THE LAW (INCLUDING THE CONFLICT OF LAWS RULES) OF THE
JURISDICTION OF ORGANIZATION OF THE ISSUER GOVERNS THE [The]
validity of a security, THE EFFECTIVENESS OF REGISTRATION BY THE
ISSUER, and the rights and duties of the issuer with respect to:

(A)  [registration] REGISTRATION of transfer OF A
CERTIFICATED SECURITY;

(B)  REGISTRATION OF TRANSFER, PLEDGE OR RELEASE OF
AN UNCERTIFICATED SECURITY; AND

(C)  SENDING OF STATEMENTS OF UNCERTIFICATED
SECURITIES [are governed by the law (including the conflict of
laws rules) of the jurisdiction of organization of the issuer].

8-107.

(1)  Unless otherwise agreed and subject to any applicable
law or regulation respecting short sales, a person obligated to
[deliver] TRANSFER securities may [deliver] TRANSFER any
CERTIFICATED security of the specified issue in bearer form or
registered in the name of the transferee or indorsed to him or in
blank, OR HE MAY TRANSFER AN EQUIVALENT UNCERTIFICATED SECURITY
TO THE TRANSFEREE OR A PERSON DESIGNATED BY THE TRANSFEREE.

(2)   [When] IF the buyer fails to pay the price as it comes
due under a contract of sale the seller may recover the price OF:

(a) [Of] CERTIFICATED securities accepted by the
buyer; [and]

(B) UNCERTIFICATED SECURITIES THAT HAVE BEEN
TRANSFERRED TO THE BUYER OR A PERSON DESIGNATED BY THE BUYER; AND

[(b) Of other] (C) OTHER securities if efforts at
their resale would be unduly burdensome or if there is no readily
available market for their resale.

8-108.

A SECURITY INTEREST IN AN UNCERTIFICATED SECURITY MAY BE
EVIDENCED BY THE REGISTRATION OF PLEDGE TO THE SECURED PARTY OR A
PERSON DESIGNATED BY HIM. THERE CAN BE NO MORE THAN 1 REGISTERED
PLEDGE OF AN UNCERTIFICATED SECURITY AT ANY TIME. THE REGISTERED