Effective – 28 Aug 1997 400.8-201. Issuer. — (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (1) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, […]
Effective – 28 Aug 1997 400.8-202. Issuer’s responsibility and defenses — notice of defect or defense. — (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture […]
Effective – 28 Aug 1997 400.8-203. Staleness as notice of defects or defenses. — After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security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 […]
Effective – 28 Aug 1997 400.8-204. Effect of issuer’s restriction on transfer. — 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 […]
Effective – 28 Aug 1997 400.8-205. Effect of unauthorized signature on security certificate. — 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 […]
Effective – 28 Aug 1997 400.8-206. Completion or alteration of security certificate. — (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 […]
Effective – 28 Aug 1997 400.8-207. Rights and duties of issuer with respect to registered owners. — (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 […]
Effective – 28 Aug 1997 400.8-208. Effect of signature of authenticating trustee, registrar or transfer agent. — (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) […]
Effective – 28 Aug 1997 400.8-209. Issuer’s lien. — 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. ——– (L. 1997 S.B. 6)
Effective – 28 Aug 1997 400.8-210. Overissue, definition. — (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 […]
