HARRY HUGHES, Governor

2719

pursuant to which [such] THE security is to be issued or
distributed.

8-203.

(1)  After an act or event [which creates] CREATING a right
to immediate performance of the principal obligation [evidenced]
REPRESENTED by [the] A CERTIFICATED security or [which] THAT sets
a date on or after which the security is to be presented or
surrendered for redemption or exchange, a purchaser is charged
with notice of any defect in its issue or defense of the issuer
IF:

(a)   [If the] THE act or event is one requiring the
payment of money [or], the delivery of CERTIFICATED securities,
THE REGISTRATION OF TRANSFER OF UNCERTIFICATED SECURITIES, or
[both] ANY OF THESE on presentation or surrender of the
CERTIFICATED security [and such], THE funds or securities are
available on the date set for payment or exchange and he takes
the security more than [one] 1 year after that date; and

(b)   [If the] THE act or event is not covered by
paragraph (a) and he takes the security more than [two] 2 years
after the date set for surrender or presentation or the date on
which [such] performance became due.

(2)  A call [which] THAT has been revoked is not within
subsection (1).

8-204.

[Unless noted conspicuously on the security a] A restriction
on transfer OF A SECURITY imposed by the issuer even though
otherwise lawful is ineffective [except] against [a] ANY person
[with] WITHOUT actual knowledge of it[.] UNLESS:

(A)  THE SECURITY IS CERTIFICATED AND THE RESTRICTION IS
NOTED CONSPICUOUSLY THEREON; OR

(B)  THE SECURITY IS UNCERTIFICATED AND A NOTATION OF THE
RESTRICTION IS CONTAINED IN THE INITIAL TRANSACTION STATEMENT
SENT TO THE PERSON OR, IF HIS INTEREST IS TRANSFERRED TO HIM
OTHER THAN BY REGISTRATION OF TRANSFER, PLEDGE OR RELEASE, THE
INITIAL TRANSACTION STATEMENT SENT TO THE REGISTERED OWNER OR THE
REGISTERED PLEDGEE.

8-205.

An unauthorized signature placed on a CERTIFICATED security
prior to or in the course of issue OR PLACED ON AN INITIAL
TRANSACTION STATEMENT is ineffective [except that] BUT the
signature is effective in favor of a purchaser for value [and] OF
THE CERTIFICATED SECURITY OR A PURCHASER FOR VALUE OF AN
UNCERTIFICATED SECURITY TO WHOM SUCH INITIAL TRANSACTION