HARRY HUGHES, Governor

2729

An indorsement of a CERTIFICATED security whether special or
in blank does not constitute a transfer until delivery of the
CERTIFICATED security on which it appears or if the indorsement
is on a separate document until delivery of both the document and
the CERTIFICATED security.

8-310.

An indorsement of a CERTIFICATED security in bearer form may
give notice of adverse claims (§ 8-304) but does not otherwise
affect any right to registration the holder [may possess]
POSSESSES.

8-311.

Unless the owner OR PLEDGEE has ratified an unauthorized
indorsement OR INSTRUCTION or is otherwise precluded from
asserting its ineffectiveness:

(a)  He may assert its ineffectiveness against the
issuer or any purchaser other than a purchaser for value and
without notice of adverse claims who has in good faith received a
new, reissued or reregistered CERTIFICATED security on
registration of transfer OR RECEIVED AN INITIAL TRANSACTION
STATEMENT CONFIRMING THE REGISTRATION OF TRANSFER, PLEDGE OR
RELEASE OF AN EQUIVALENT UNCERTIFICATED SECURITY TO HIM; and

(b)  An issuer who registers the transfer of a
CERTIFICATED security upon the unauthorized indorsement OR WHO
REGISTERS THE TRANSFER, PLEDGE OR RELEASE OF AN UNCERTIFICATED
SECURITY UPON THE UNAUTHORIZED INSTRUCTION is subject to
liability for improper registration (§ 8-404).

8-312.

(1)  Any person guaranteeing a signature of an indorser of a
CERTIFICATED security warrants that at the time of signing:

(a)  The signature was genuine; [and]

(b)  The signer was an appropriate person to indorse
(§ 8-308); and

(c)  The signer had legal capacity to sign.

(2)  ANY PERSON GUARANTEEING A SIGNATURE OF THE ORIGINATOR
OF AN INSTRUCTION WARRANTS THAT AT THE TIME OF SIGNING:

(A)  THE SIGNATURE WAS GENUINE;

(B)  THE SIGNER WAS AN APPROPRIATE PERSON TO ORIGINATE
THE INSTRUCTION (§ 8-308) IF THE PERSON SPECIFIED IN THE
INSTRUCTION AS THE REGISTERED OWNER OR REGISTERED PLEDGEE OF THE
UNCERTIFICATED SECURITY WAS, IN FACT, THE REGISTERED OWNER OR