HARRY HUGHES, Governor

2741

(b) In any other case, a copy of a document showing
the appointment or a certificate issued by or on behalf of a
person reasonably believed by the issuer to be responsible or, in
the absence of [such a] THAT document or certificate, other
evidence reasonably deemed by the issuer to be appropriate. The
issuer may adopt standards with respect to [such] THE evidence
[provided such standards] IF THEY are not manifestly
unreasonable. The issuer is not charged with notice of the
contents of any document obtained pursuant to this paragraph (b)
except to the extent that the contents relate directly to the
appointment or incumbency.

(4) The issuer may elect to require reasonable assurance
beyond that specified in this section but if it does so and for a
purpose other than that specified in subsection (3)(b) both
requires and obtains a copy of a will, trust, indenture, articles
of copartnership, bylaws or other controlling instrument it is
charged with notice of all matters contained therein affecting
the transfer, PLEDGE OR RELEASE.

8-403.                                                                                           

(1)  An issuer to whom a CERTIFICATED security is presented
for registration [is under a duty to] SHALL inquire into adverse
claims if:

(a)  A written notification of an adverse claim is
received at a time and in a manner [which affords] AFFORDING the
issuer a reasonable opportunity to act on it prior to the
issuance of a new, reissued or reregistered CERTIFICATED security
and the notification identifies the claimant, the registered
owner and the issue of which the security is a part and provides
an address for communications directed to the claimant; or

(b)  The issuer is charged with notice of an adverse
claim from a controlling instrument [which] it has elected to
require under [subsection (4) of] § 8-402(4).

(2)  The issuer may discharge any duty of inquiry by any
reasonable means, including notifying an adverse claimant by
registered or certified mail at the address furnished by him or
if there be no such address at his residence or regular place of
business that the CERTIFICATED security has been presented for
registration of transfer by a named person, and that the transfer
will be registered unless within [thirty] 30 days from the date
of mailing the notification, either:

(a)  An appropriate restraining order, injunction or
other process issues from a court of competent jurisdiction; or

(b)  [An] THERE IS FILED WITH THE ISSUER AN indemnity
bond sufficient in the issuer's judgment to protect the issuer
and any transfer agent, registrar or other agent of the issuer
involved[,] from any loss [which] it or they may suffer by
complying with the adverse claim [is filed with the issuer].