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: Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; 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; Reasonable assurance is given that the indorsement or instruction is genuine and authorized ( § 28:8-402 ); Any applicable law relating to the collection of taxes has been complied with; The transfer does not violate any restriction on transfer imposed by the issuer in accordance with § 28:8-204 ; A demand that the issuer not register transfer has not become effective under § 28:8-403 , or the issuer has complied with § 28:8-403(b) but no legal process or indemnity bond is obtained as provided in § 28:8-403(d) ; and The transfer is in fact rightful or is to a protected purchaser. 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.
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