PARRIS N. GLENDENING, Governor

Ch. 92

TO (I) THE PERSON WHO INITIATED THE DEMAND AT THE ADDRESS PROVIDED IN
THE DEMAND AND (II) THE PERSON WHO PRESENTED THE SECURITY FOR
REGISTRATION OF TRANSFER OR INITIATED THE INSTRUCTION REQUESTING
REGISTRATION OF TRANSFER A NOTIFICATION STATING THAT:

(1)      THE CERTIFICATED SECURITY HAS BEEN PRESENTED FOR
REGISTRATION OF TRANSFER OR INSTRUCTION FOR REGISTRATION OF TRANSFER
OF UNCERTIFICATED SECURITY HAS BEEN RECEIVED;

(2)      A DEMAND THAT THE ISSUER NOT REGISTER TRANSFER HAD
PREVIOUSLY BEEN RECEIVED; AND

(3)      THE ISSUER WILL WITHHOLD REGISTRATION OF TRANSFER FOR A
PERIOD OF TIME STATED IN THE NOTIFICATION IN ORDER TO PROVIDE THE PERSON
WHO INITIATED THE DEMAND AN OPPORTUNITY TO OBTAIN LEGAL PROCESS OR AN
INDEMNITY BOND.

(C)     THE PERIOD DESCRIBED IN SUBSECTION (B)(3) OF THIS SECTION MAY NOT
EXCEED 30 DAYS AFTER THE DATE OF COMMUNICATION OF THE NOTIFICATION, A
SHORTER PERIOD MAY BE SPECIFIED BY THE ISSUER IF IT IS NOT MANIFESTLY
UNREASONABLE.

(D)     AN ISSUER IS NOT LIABLE TO A PERSON WHO INITIATED A DEMAND THAT
THE ISSUER NOT REGISTER TRANSFER FOR ANY LOSS THE PERSON SUFFERS AS A
RESULT OF REGISTRATION OF A TRANSFER IN ACCORDANCE WITH AN EFFECTIVE
INDORSEMENT OR INSTRUCTION IF THE PERSON WHO INITIATED THE DEMAND
DOES NOT, WITHIN THE TIME STATED IN THE ISSUER'S COMMUNICATION, EITHER:

(1)      OBTAIN AN APPROPRIATE RESTRAINING ORDER, INJUNCTION, OR
OTHER PROCESS FROM A COURT OF COMPETENT JURISDICTION ENJOINING THE
ISSUER FROM REGISTERING THE TRANSFER; OR

(2)      FILE 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 IT OR
THEY MAY SUFFER BY REFUSING TO REGISTER THE TRANSFER.

(E)     THIS SECTION DOES NOT RELIEVE AN ISSUER FROM LIABILITY FOR
REGISTERING TRANSFER PURSUANT TO AN INDORSEMENT OR INSTRUCTION THAT
WAS NOT EFFECTIVE.

8-404.

(A) EXCEPT AS OTHERWISE PROVIDED IN § 8-406 OF THIS SUBTITLE, AN
ISSUER IS LIABLE FOR WRONGFUL REGISTRATION OF TRANSFER IF THE ISSUER HAS
REGISTERED A TRANSFER OF A SECURITY TO A PERSON NOT ENTITLED TO IT, AND
THE TRANSFER WAS REGISTERED:

(1) IN ACCORDANCE WITH AN INEFFECTIVE INDORSEMENT OR
INSTRUCTION;

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