HARRY HUGHES, Governor

2717

OWNER OF AN UNCERTIFICATED SECURITY IS THE PERSON IN WHOSE NAME
THE SECURITY IS REGISTERED, EVEN IF THE SECURITY IS SUBJECT TO A
REGISTERED PLEDGE. THE RIGHTS OF A REGISTERED PLEDGEE OF AN
UNCERTIFICATED SECURITY UNDER THIS TITLE ARE TERMINATED BY THE
REGISTRATION OF RELEASE.

8-201.

(1)  With respect to obligations on or defenses to a
security, "issuer" includes a person who:

(a) Places or authorizes the placing of his name on a
CERTIFICATED security (otherwise than as authenticating trustee,
registrar, transfer agent or the like) to evidence that it
represents a share, participation or other interest in his
property or in an enterprise or to evidence his duty to perform
an obligation [evidenced] REPRESENTED by the CERTIFICATED
security; [or]

(B) CREATES SHARES, PARTICIPATIONS OR OTHER INTERESTS
IN HIS PROPERTY OR IN AN ENTERPRISE OR UNDERTAKES OBLIGATIONS,
WHICH SHARES, PARTICIPATIONS, INTERESTS OR OBLIGATIONS ARE
UNCERTIFICATED SECURITIES;

[(b)] (C) Directly or indirectly creates fractional
interests in his rights or property which fractional interests
are [evidenced] REPRESENTED by CERTIFICATED securities; or

[(c)] (D) Becomes responsible for or in place of any
other person described as an issuer in this section.

(2)  With respect to obligations on or defenses to a
security, a guarantor is an issuer to the extent of his guaranty
whether or not his obligation is noted on [the] A CERTIFICATED
security OR ON STATEMENTS OF UNCERTIFICATED SECURITIES SENT
PURSUANT TO § 8-408.

(3)  With respect to registration of transfer, PLEDGE OR
RELEASE (Subtitle 4 of this title), "issuer" means a person on
whose behalf transfer books are maintained.

8-202.

(1) Even against a purchaser for value and without   notice,
the terms of a security include:

(A)  IF THE SECURITY IS CERTIFICATED, those stated on
the security; [and]

(B)  IF THE SECURITY IS UNCERTIFICATED, THOSE
CONTAINED IN THE INITIAL TRANSACTION STATEMENT SENT TO THE
PURCHASER, OR IF HIS INTEREST IS TRANSFERRED TO HIM OTHER THAN BY
REGISTRATION OF TRANSFER, PLEDGE OR RELEASE, THE INITIAL