Ohio Revised Code Search

...f this section, entrusted with responsible handling of the security certificate.

...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 been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.

...ed 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 liability of the registered owner of a security for calls, assessments, or the like.

...; and (3) The person has reasonable grounds to believe the certificated security is in the form and within the amount the issuer is authorized to issue. (B) Unless otherwise agreed, a person signing under division (A) of this section does not assume responsibility for the validity of the security in other respects.

...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 does not improve its position by taking from 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 claim.

...(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 the person acquires a security entitlement to the financial asset. (C) A person who acquires a security entitlement to a security or other financial asset has the rights specified in sections 130...

... (2) Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. (E) Filing of a financing statement under Chapter 1309. of the Revised Code is not notice of an adverse claim to a financial asset.

...issuer: (a) The purchaser will be entitled to the registration of transfer; (b) The transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction; (c) The transfer will not violate any restriction on transfer; and (d) The requested transfer will otherwise be effective and rightful. (C) A person who transfers an uncertific...

...rmediary 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 securities account makes to the securities intermediary the warranties specified in division (A) or (B) of section 1308.20 of the Revised Code. (C) If a securities intermediary delivers a security certificate to its entitlement holder or cause...

...y the issuer to be separately transferable is effective to the extent of the indorsement. (C) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate. (D) If a security certificate in registered form has been delivered to a purchaser with...

...instruction, the registered owner of an uncertificated security; (3) With respect to an entitlement order, the entitlement holder; (4) If the person designated in division (A)(1), (2), or (3) of this section is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or (5) If the person designated in division (A)(1...

...chaser 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 holder; or (3) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security ent...

...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.

...the warranties of a signature guarantor under division (B) of this section and also warrants that at the time the instruction is presented to the issuer: (1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and (2) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, ...

...ediary or in blank. (B) Delivery of an uncertificated security to a purchaser occurs when: (1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or (2) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowl...

... (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 ...

...im under the provisions of section 1308.26 of the Revised Code on unauthorized indorsements. (C) The right to obtain or reclaim possession of a certificated security or to compel the origination of a transfer instruction may be specifically enforced and the transfer of a certificated or uncertificated security enjoined and a certificated security impounded pending the litigation.

...ess the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.

...er. (B) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in division (D) of this section. (C) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities a...

...n 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 to act on the injunction, restraining order, or other legal process; or (2) Acted in collusio...

...eking 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, as provided in section 1308.38 of the Revised Code; (4) Any applicable law rela...

...sponsibility if they are not manifestly unreasonable. (2) "Appropriate evidence of appointment or incumbency" means: (a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within sixty days before the date of presentation for transfer; or (b) In any other case, a copy of a document showing the app...

...n 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 issuer shall promptly communicate to the person w...

... not register transfer became effective under division (A) of section 1308.39 of the 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...