(1) 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: (a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; (b) 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; (c) Reasonable assurance as described in ORS 78.4020 is given that the indorsement or instruction is genuine and authorized; (d) Any applicable law relating to the collection of taxes has been complied with; (e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with ORS 78.2040; (f) A demand that the issuer not register transfer has not become effective under ORS 78.4030, or the issuer has complied with ORS 78.4030 (2) but no legal process or indemnity bond has been obtained as provided in ORS 78.4030 (4); and (g) The transfer is in fact rightful or is to a protected purchaser. (2) 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 persons principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
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