Section 440.8203 – Conditions to Charging Purchaser With Notice of Defect.
440.8203 Conditions to charging purchaser with notice of defect. Sec. 8203. After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered […]
Section 440.8204 – Restriction on Transfer of Security.
440.8204 Restriction on transfer of security. Sec. 8204. A restriction on transfer of a security imposed by the issuer, even though otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (a) The security is certificated and the restriction is noted conspicuously on the certificate. (b) The security is uncertificated and the […]
Section 440.8205 – Unauthorized Signature.
440.8205 Unauthorized signature. Sec. 8205. 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 […]
Section 440.8206 – Completion or Alteration of Security Certificate.
440.8206 Completion or alteration of security certificate. Sec. 8206. (1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, it may be completed as follows: (a) Any person may complete it by filling in the blanks as authorized. (b) Even though the blanks are […]
Section 440.8207 – Rights of Issuer or Indenture Trustee With Respect to Registered Owner.
440.8207 Rights of issuer or indenture trustee with respect to registered owner. Sec. 8207. (1) 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 […]
Section 440.8208 – Warranty of Person Signing Security Certificate.
440.8208 Warranty of person signing security certificate. Sec. 8208. (1) 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 the particular defect, that: (a) The certificate is genuine. (b) The person’s own […]
Section 440.8210 – Overissue.
440.8210 Overissue. Sec. 8210. (1) 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. (2) Except as otherwise provided in subsections (3) and (4), the provisions of this article which […]
Section 440.8201 – “Issuer” Defined.
440.8201 “Issuer” defined. Sec. 8201. (1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that does 1 or more of the following: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or similar person, […]
Section 440.8202 – Terms of Security; Effect of Defect Going to Validity of Security; Rules; Defenses; Right of Party to Cancel Contract.
440.8202 Terms of security; effect of defect going to validity of security; rules; defenses; right of party to cancel contract. Sec. 8202. (1) Even against a purchaser for value and without notice, the terms of a certified security include terms stated on the certificate and terms made part of the security by reference on the […]