HARRY HUGHES, Governor

2745

registration would result in overissue, in which event the
issuer's liability is governed by § 8-104. In addition to any
rights on the indemnity bond, the issuer may recover the new
CERTIFICATED security from the person to whom it was issued or
any person taking under him except a bona fide purchaser OR MAY
CANCEL THE UNCERTIFICATED SECURITY UNLESS A BONA FIDE PURCHASER
OR ANY PERSON TAKING UNDER A BONA FIDE PURCHASER IS THEN THE
REGISTERED OWNER OR REGISTERED PLEDGEE THEREOF.

8-406.

(1)   [Where] IF a person acts as authenticating trustee,
transfer agent, registrar, or other agent for an issuer in the
registration of transfers of its CERTIFICATED securities OR IN
THE REGISTRATION OF TRANSFERS, PLEDGES AND RELEASES OF ITS
UNCERTIFICATED SECURITIES, [or] in the issue of new securities,
or in the cancellation of surrendered securities:

(a)  He is under a duty to the issuer to exercise good
faith and due diligence in performing his functions; and

(b)   [He has with] WITH regard to the particular
functions he performs, HE HAS the same obligation to the holder
or owner of [the] A CERTIFICATED security OR TO THE OWNER OR
PLEDGEE OF AN UNCERTIFICATED SECURITY and has the same rights and
privileges as the issuer has in regard to those functions.

(2)  Notice to an authenticating trustee, transfer agent,
registrar or other [such] agent is notice to the issuer with
respect to the functions performed by the agent.

8-407.

(1)  NO ISSUER IS SUBJECT TO THE REQUIREMENTS OF THIS
SECTION UNLESS IT REGULARLY MAINTAINS A SYSTEM FOR ISSUING THE
CLASS OF SECURITIES INVOLVED UNDER WHICH BOTH CERTIFICATED AND
UNCERTIFICATED SECURITIES ARE REGULARLY ISSUED TO THE CATEGORY OF
OWNERS, WHICH INCLUDES THE PERSON IN WHOSE NAME THE NEW SECURITY
IS TO BE REGISTERED.

(2)  ON SURRENDER OF A CERTIFICATED SECURITY WITH ALL
NECESSARY INDORSEMENTS AND PRESENTATION OF A WRITTEN REQUEST BY
THE PERSON SURRENDERING THE SECURITY, THE ISSUER, IF HE HAS NO
DUTY AS TO ADVERSE CLAIMS OR HAS DISCHARGED THE DUTY (§ 8-403),
SHALL ISSUE TO THE PERSON OR A PERSON DESIGNATED BY HIM AN
EQUIVALENT UNCERTIFICATED SECURITY SUBJECT TO ALL LIENS,
RESTRICTIONS AND CLAIMS THAT WERE NOTED ON THE CERTIFICATED
SECURITY.

(3)  ON RECEIPT OF A TRANSFER INSTRUCTION ORIGINATED BY AN
APPROPRIATE PERSON WHO SO REQUESTS, THE ISSUER OF AN
UNCERTIFICATED SECURITY SHALL CANCEL THE UNCERTIFICATED SECURITY
AND ISSUE AN EQUIVALENT CERTIFICATED SECURITY ON WHICH MUST BE
NOTED CONSPICUOUSLY ANY LIENS AND RESTRICTIONS OF THE ISSUER AND
ANY ADVERSE CLAIMS (AS TO WHICH THE ISSUER HAS A DUTY UNDER §