Ohio Revised Code Search

...(A) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) The entitlement order is made by an appropriate person, or if the entitlement 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...

...r. 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 transferable is effective to the extent of the indorsement. (C) An indorsement, whether special or in blank, ...

...ratified it or is otherwise precluded from asserting its ineffectiveness. (C) An indorsement, instruction, or entitlement order made by a representative is effective even if: (1) The representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the trans...

...(2) The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner. (D) A purchaser has "control" of a security entitlement if: (1) The purchaser becomes the entitlement holder; or (2) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holde...

...ated 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 will be honored by the issuer.

...will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction. (D) A guarantor under divisions (A) and (B) of this section or a special guarantor under division (C) of this section does not otherwise warrant the rightfulness of the transfer. (E) A person who guarantees an indorsement of a security certificate makes the warranties of ...

...an a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

... (c) If requested, causes an acknowledgment to be made to the selling broker that a certificated or uncertificated security is held for the broker; or (d) Places in the possession of the selling broker or of a person designated by the broker a transfer instruction for an uncertificated security, providing the issuer does not refuse to register the requested transfer if the instruction is presented to the issuer for ...

... 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 designated by him an uncertificated security constituting all or part of the same rights; or (4) Have damages. (B) If the transfer is wrongful because of an unauthorized indorsement of a certificated security, the owner may also reclaim or obtain possession of t...

...he transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.

...upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in division (D) of this section. (D) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party,...

...ncial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker 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 t...

...ng 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 1308.11 of the Revised Code; (6) A demand that the issuer not register transfer has not become effective under section 1308.39 of the Revised Code, or the issuer has complied with division (B) of that section but no legal process or indemnity bond is ob...

...g assurance that each necessary indorsement or each instruction is genuine and authorized: (1) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity; (2) If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign; (3) If the...

...ly if it is received by the issuer at a time 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 a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the...

...he Revised Code and the issuer did not comply with division (B) of that section; (3) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or (4) By an issuer acting in collus...

...ssuer may recover the new certificate from the person to whom it was issued or any person taking under that person, except a protected purchaser.

...A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates, has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions per...

...nt undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset. (B) Except as otherwise provided in divisions (D) and (E) of this section, a person acquires a security entitlement if a securities intermediary: (1) Indicates by book entry that a financial asset has been credited to the person's securities account; (2) Receives a financial as...

...plevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under section 1308.51 of the Revised Code for value and without notice of the adverse claim.

...financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser. (E) An action based on the entitlement holder's property interest with respect to a particular financial asset under division (A) of this secti...

...onding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries. (B) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financi...

...due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution. (B) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.

...due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

...ities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if: (1) The securit...