§12A-8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent.
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)the certificate is genuine; (2)the person’s own participation […]
§12A-8-209. Issuer’s Lien.
Issuer’s Lien. A lien in favor of an issuer upon certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. Added by Laws 1995, c. 242, § 25, eff. Feb. 1, 1996.
§12A-8-210. Overissue.
Overissue. (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) of this section, the provisions of this article which […]
§12A-8-301. Delivery.
Delivery. (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 the purchaser; or […]
§12A-8-302. Rights of Purchaser.
Rights of Purchaser. (a) Except as otherwise provided in subsections (b) and (c) of this section, 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 […]
§12A-8-303. Protected Purchaser.
Protected Purchaser. (a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1)gives value; (2)does not have notice of any adverse claim to the security; and (3)obtains control of the certificated or uncertificated security. (b) In addition to acquiring the rights of a purchaser, a protected purchaser […]
§12A-8-304. Indorsement.
Indorsement. (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (b) An indorsement purporting to be […]
§12A-8-115. Securities Intermediary and Others Not Liable to Adverse Claimant.
Securities Intermediary and Others Not Liable to Adverse Claimant. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an […]
§12A-8-305. Instruction.
Instruction. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations […]
§12A-8-116. Securities Intermediary as Purchaser for Value.
Securities Intermediary as Purchaser for Value. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires […]