N.Y. U.C.C. Law § 8-401 — Duty of Issuer to Register Transfer

Section 8--401. Duty of Issuer to Register Transfer.

(a) 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:

(1) under the terms of the security the person seeking

registration of transfer is eligible to have the security

registered in its name;

(2) 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;

(3) reasonable assurance is given that the indorsement or

instruction is genuine and authorized (Section 8--402);

(4) any applicable law relating to the collection of taxes has

been complied with;

(5) the transfer does not violate any restriction on transfer

imposed by the issuer in accordance with Section 8--204;

(6) a demand that the issuer not register transfer has not become

effective under Section 8--403, or the issuer has complied

with Section 8--403(b) but no legal process or indemnity bond

is obtained as provided in Section 8--403(d); and

(7) the transfer is in fact rightful or is to a protected

purchaser.

(b) 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.