3734

VETOES

[(6)] (10) Whether the person signing is appropriate is
determined as of the date of signing and an indorsement MADE BY
OR AN INSTRUCTION ORIGINATED by [such a person] HIM does not
become unauthorized for the purposes of this title by virtue of
any subsequent change of circumstances.

[(7)] (11) Failure of a fiduciary to comply with a
controlling instrument or with the law of the state having
jurisdiction of the fiduciary relationship, including any law
requiring the fiduciary to obtain court approval of the transfer,
PLEDGE OR RELEASE, does not render his indorsement OR AN
INSTRUCTION ORIGINATED BY HIM unauthorized for the purposes of
this title.

8-309.

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]