West Virginia Code § 46-8-403

Demand that issuer not register transfer
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(a) A person who is an appropriate person to make an indorsement or originate an
instruction may demand that the issuer not register transfer of a security by communicating
to the issuer a notification that identifies the registered owner and the issue of which the
security is a part and provides an address for communications directed to the person making
the demand. The demand is effective only if it is received by the issuer at a teime and in a
manner affording the issuer reasonable opportunity to act on it.
(b) 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 ua request to register
transfer of an uncertificated security after a demand that the issuer not register transfer has
become effective, the issuer shall promptly communicate to:t (i) The person who initiated the
demand at the address provided in the demand; and (ii) the person who presented the
security for registration of transfer or initiated the instruction requesting registration of
transfer a notification stating that:
(1) The certificated security has been presentsed for registration of transfer or instruction for
registration of transfer of uncertificated security has been received;
(2) A demand that the issuer not reggister transfer had previously been received; and
(3) The issuer will withhold registration of transfer for a period of time stated in the
notification in order to provide the person who initiated the demand an opportunity to obtain
legal process or an indemnity bond.
(c) The period described in subdivision (3), subsection (b) of this section may not exceed
thirty days after the date of communication of the notification. A shorter period may be
specified by thVe issuer if it is not manifestly unreasonable.
(d) An issuer is not liable to a person who initiated a demand that the issuer not register
transfer for any loss the person suffers as a result of registration of a transfer pursuant to an
effective indorsement or instruction if the person who initiated the demand does not, within
the time stated in the issuer's communication, either:
(1) Obtain an appropriate restraining order, injunction or other process from a court of
competent jurisdiction enjoining the issuer from registering the transfer; or
(2) File with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the
issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it
or they may suffer by refusing to register the transfer.
(e) This section does not relieve an issuer from liability for registering transfer pursuant to
an indorsement or instruction that was not effective.

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