PARRIS N. GLENDENING, Governor

Ch. 92

SUBTITLE 4. REGISTRATION.
8-401.

(A)    IF A CERTIFICATED SECURITY IN REGISTERED FORM IS PRESENTED TO
AN ISSUER WITH A REQUEST TO REGISTER TRANSFER OR AN INSTRUCTION IS
PRESENTED TO AN ISSUER WITH A REQUEST TO REGISTER TRANSFER OF AN
UNCERTIFICATED SECURITY, THE ISSUER SHALL REGISTER THE TRANSFER AS
REQUESTED IF:

(1)     UNDER THE TERMS OF THE SECURITY THE PERSON SEEKING
REGISTRATION OF TRANSFER IS ELIGIBLE TO HAVE THE SECURITY REGISTERED IN
ITS NAME;

(2)     THE INDORSEMENT OR INSTRUCTION IS MADE BY THE
APPROPRIATE PERSON OR BY AN AGENT WHO HAS ACTUAL AUTHORITY TO ACT ON
BEHALF OF THE APPROPRIATE PERSON;

(3)     REASONABLE ASSURANCE IS GIVEN THAT THE INDORSEMENT OR
INSTRUCTION IS GENUINE AND AUTHORIZED (§ 8-402 OF THIS SUBTITLE);

(4)     ANY APPLICABLE LAW RELATING TO THE COLLECTION OF TAXES
HAS BEEN COMPLIED WITH;

(5)     THE TRANSFER DOES NOT VIOLATE ANY RESTRICTION ON
TRANSFER IMPOSED BY THE ISSUER IN ACCORDANCE WITH § 8-204 OF THIS TITLE;

(6)     A DEMAND THAT THE ISSUER NOT REGISTER TRANSFER HAS NOT
BECOME EFFECTIVE UNDER § 8-403 OF THIS SUBTITLE, OR THE ISSUER HAS
COMPLIED WITH § 8-403(B) OF THIS SUBTITLE BUT NO LEGAL PROCESS OR
INDEMNITY BOND IS OBTAINED AS PROVIDED IN § 8-403(D) OF THIS SUBTITLE; AND

(7)     THE TRANSFER IS IN FACT RIGHTFUL OR IS TO A PROTECTED
PURCHASER.

(B)     IF AN ISSUER IS UNDER A DUTY TO REGISTER A TRANSFER OF A
SECURITY, THE ISSUER IS LIABLE TO A PERSON PRESENTING A CERTIFICATED
SECURITY OR AN INSTRUCTION FOR REGISTRATION OR TO THE PERSON'S
PRINCIPAL FOR LOSS RESULTING FROM UNREASONABLE DELAY IN REGISTRATION
OR FAILURE OR REFUSAL TO REGISTER THE TRANSFER.

8-402.

(A) AN ISSUER MAY REQUIRE THE FOLLOWING ASSURANCE THAT EACH
NECESSARY INDORSEMENT OR EACH INSTRUCTION IS GENUINE AND AUTHORIZED:

(1)     IN ALL CASES, A GUARANTY OF THE SIGNATURE OF THE PERSON
MAKING AN INDORSEMENT OR ORIGINATING AN INSTRUCTION INCLUDING, IN THE
CASE OF AN INSTRUCTION, REASONABLE ASSURANCE OF IDENTITY;

(2)     IF THE INDORSEMENT IS MADE OR THE INSTRUCTION IS
ORIGINATED BY AN AGENT, APPROPRIATE ASSURANCE OF ACTUAL AUTHORITY TO
SIGN;

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