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.