26-1-8.1-204. Restrictions on Transfer
Sec. 204. A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) the security is certificated and the restriction is noted conspicuously on the security certificate; or (2) the security is uncertificated and the registered owner has been […]
26-1-8.1-205. Effect of Unauthorized Signature or Certificate
Sec. 205. An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (1) an […]
26-1-8.1-206. Enforceability of Incomplete or Incorrect Certificate
Sec. 206. (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may complete it by filling in the blanks as authorized; and (2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a […]
26-1-8.1-207. Registered Owner to Exercise All Rights and Powers of Owner Absent Appropriate Notice of Transfer
Sec. 207. (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and […]
26-1-8.1-208. Warranties by Security Certificate Authenticating Signatory
Sec. 208. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that: (1) the certificate is genuine; (2) the person’s own participation in the issue of the security […]
26-1-8.1-209. Issuer’s Lien
Sec. 209. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. As added by P.L.247-1995, SEC.10.
26-1-8.1-210. Overissue of Security; Refund in the Event of Unavailability of Security
Sec. 210. (a) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise provided in subsections (c) and (d), the provisions of IC 26-1-8.1 which validate a […]
26-1-8.1-301. Delivery of Security
Sec. 301. (a) Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for […]
26-1-8.1-302. Rights Acquired by Purchaser
Sec. 302. (a) Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (c) A purchaser […]
26-1-8.1-113. Enforceability of Contracts for Sale or Purchase of a Security
Sec. 113. A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one (1) year of its […]