Ohio Revised Code Search

...t the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed. (F) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement ...

...After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer if the act or event: (A) Requires the payment ...

...is ineffective against a person without actual knowledge of it unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has been notified of the restriction. (B) A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is no...

...An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (A) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the s...

...(A) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any person may complete it by filling in the blanks as authorized; and (2) Even if the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (B) A complete security certificate that has...

...(A) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner. (B) This chapter does not affect the ...

...(A) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of the particular defect, that: (1) The certificate is genuine; (2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received b...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (B) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (C) A purchaser of a certificated security who as a previous holder had notice of an adverse claim...

...(A) A "protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) Gives value; (2) Does not have notice of any adverse claim to the security; and (3) Obtains control of the certificated or uncertificated security. (B) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse...

...(A) A person acquires a security or an interest therein, under this chapter, if: (1) The person is a purchaser to whom a security is delivered pursuant to section 1308.27 of the Revised Code; or (2) The person acquires a security entitlement to the security pursuant to section 1308.51 of the Revised Code. (B) A person acquires a financial asset, other than a security, or an interest therein, under this chapter, if...

...rse claim; (2) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) The person has a duty, imposed by statute or rule, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse cla...

...feror or indorser does not know of any fact that might impair the validity of the security; (3) There is no adverse claim to the security; (4) The transfer does not violate any restriction on transfer; (5) If the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (6) The ...

...ent order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (2) There is no adverse claim to the security entitlement. (B) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securitie...

...(A) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (B) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transfe...

...gnated person's personal representative acting for the estate of the decedent; or (5) If the person designated in division (A)(1), (2), or (3) of this section lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset. (B) An indorsement, instruction, or entitlement order is effective if: (1) It is made by...

...(A) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (B) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (1) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or (2) The certificate is registered in the name of th...

...(A) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (B) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by section 1308.20 of the Revised Code and not an obligation that the security ...

...signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and (3) The signer had legal capacity to sign. (B) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had ac...

...aser; or (3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (a) registered in the name of the purchaser, (b) payable to the order of the purchaser, or (c) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank. (B) Delivery ...

...roker, including a correspondent broker acting for a selling customer, fulfills his duty to transfer at the time he: (a) Places a certificated security in the possession of the buying broker or a person designated by the buying broker; (b) Causes an uncertificated security to be registered in the name of the buying broker or a person designated by the buying broker; (c) Places in the possession of the buying broke...

...(A) Any person against whom the transfer of a security is wrongful for any reason, including his incapacity, as against anyone except a bona fide purchaser, may: (1) Reclaim possession of the certificated security wrongfully transferred; (2) Obtain possession of any new certificated security representing all or part of the same rights; (3) Compel the origination of an instruction to transfer to him or a person des...

...Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may...

...ty may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in division (D) of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer. (B) The interest of a debtor in an uncertificated security may be reach...

...or other agent or bailee: (1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or (3) In the c...

...propriate 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, as provided in section 1308.38 of the Revised Code; (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 ...