(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);(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;(6) a demand that the issuer not register transfer has not become effective under § 8–403 or the issuer has complied with § 8–403(b) but no legal process or indemnity bond is obtained as provided in § 8–403(d); and(7) the transfer is in fact rightful or is to a protected purchaser.
(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);
(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;
(6) a demand that the issuer not register transfer has not become effective under § 8–403 or the issuer has complied with § 8–403(b) but no legal process or indemnity bond is obtained as provided in § 8–403(d); 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.