HARRY HUGHES, Governor

2723

(A)  [who] WHO takes delivery of a CERTIFICATED
security in bearer form or [of one] in registered form issued [to
him] or indorsed to him or in blank[.];

(B)  TO WHOM THE TRANSFER, PLEDGE OR RELEASE OF AN
UNCERTIFICATED SECURITY IS REGISTERED ON THE BOOKS OF THE ISSUER;
OR

(C)  TO WHOM A SECURITY IS TRANSFERRED UNDER THE
PROVISIONS OF PARAGRAPH (C), (D)(1), OR (G) OF § 8-313(1).

(2)  "ADVERSE CLAIM" INCLUDES A CLAIM THAT A TRANSFER WAS OR
WOULD BE WRONGFUL OR THAT A PARTICULAR ADVERSE PERSON IS THE
OWNER OF OR HAS AN INTEREST IN THE SECURITY.

(3)  A BONA FIDE PURCHASER IN ADDITION TO ACQUIRING THE
RIGHTS OF A PURCHASER (§ 8-301) ALSO ACQUIRES HIS INTEREST IN THE
SECURITY FREE OF ANY ADVERSE CLAIM.

(4)  NOTWITHSTANDING § 8-301(1), THE TRANSFEREE OF A
PARTICULAR CERTIFICATED SECURITY WHO HAS BEEN A PARTY TO ANY
FRAUD OR ILLEGALITY AFFECTING THE SECURITY, OR WHO AS A PRIOR
HOLDER OF THAT CERTIFICATED SECURITY HAD NOTICE OF AN ADVERSE
CLAIM, CANNOT IMPROVE HIS POSITION BY TAKING FROM A BONA FIDE
PURCHASER.

8-303.

"Broker" means a person engaged for all or part of his time
in the business of buying and selling securities, who in the
transaction concerned acts for, [or] buys a security from or
sells a security to a customer. Nothing in this title determines
the capacity in which a person acts for purposes of any other
statute or rule to which [such] THE person is subject.

8-304.

(1)  A purchaser (including a broker for the seller or buyer
but excluding an intermediary bank) of a CERTIFICATED security is
charged with notice of adverse claims if:

(a)  The security whether in bearer or registered form
has been indorsed "for collection" or "for surrender" or for some
other purpose not involving transfer; or

(b)  The security is in bearer form and has on it an
unambiguous statement that it is the property of a person other
than the transferor. The mere writing of a name on a security is
not such a statement.

(2)  A PURCHASER (INCLUDING A BROKER FOR THE SELLER OR
BUYER, BUT EXCLUDING AN INTERMEDIARY BANK) TO WHOM THE TRANSFER,
PLEDGE OR RELEASE OF AN UNCERTIFICATED SECURITY IS REGISTERED IS
CHARGED WITH NOTICE OF ADVERSE CLAIMS AS TO WHICH THE ISSUER HAS
A DUTY UNDER § 8-403(4) AT THE TIME OF REGISTRATION AND WHICH ARE