HARRY HUGHES, Governor

3749

(a)  There were on or with [the] A CERTIFICATED
security the necessary indorsements OR THE ISSUER HAD RECEIVED AN
INSTRUCTION ORIGINATED BY AN APPROPRIATE PERSON (§ 8-308); and

(b)  The issuer had no duty [to inquire into] AS TO
adverse claims or has discharged [any such] THE duty (§ 8-403).

(2)   [Where] IF an issuer has registered a transfer of a
CERTIFICATED security to a person not entitled to it the issuer
on demand [must] SHALL deliver a like security to the true owner
unless:

(a)  The registration was pursuant to subsection (1);
[or]

(b)  The owner is precluded from asserting any claim
for registering the transfer under [subsection (1) of the
following section] § 8-405(1); or

(c)   [Such] THE delivery would result in overissue, in
which case the issuer's liability is governed by § 8-104.

(3)  IF AN ISSUER HAS IMPROPERLY REGISTERED A TRANSFER,
PLEDGE OR RELEASE OF AN UNCERTIFICATED SECURITY, THE ISSUER ON
DEMAND FROM THE INJURED PARTY SHALL RESTORE THE RECORDS AS TO THE
INJURED PARTY TO THE CONDITION THAT WOULD HAVE OBTAINED IF THE
IMPROPER REGISTRATION HAD NOT BEEN MADE UNLESS:

(A)  THE REGISTRATION WAS PURSUANT TO SUBSECTION (1);
OR

(B)  THE REGISTRATION WOULD RESULT IN OVERISSUE, IN
WHICH CASE THE ISSUER'S LIABILITY IS GOVERNED BY § 8-104.

8-405.

(1)   [Where] IF a CERTIFICATED security has been lost,
apparently destroyed or wrongfully taken and the owner fails to
notify the issuer of that fact within a reasonable time after he
has notice of it and the issuer registers a transfer of the
security before receiving [such a] notification, the owner is
precluded from asserting against the issuer any claim for
registering the transfer under [the preceding section] § 8-404 or
any claim to a new security under this section.

(2)   [Where] IF the owner of [a] A CERTIFICATED security
claims that the security has been lost, destroyed or wrongfully
taken, the issuer [must] SHALL issue a new CERTIFICATED security
OR, AT THE OPTION OF THE ISSUER, AN EQUIVALENT UNCERTIFICATED
SECURITY in place of the original security if the owner:

(a) So requests before the issuer has notice that the
security has been acquired by a bona fide purchaser; [and]