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Commercial Code - COM - COM § 8108
Commercial Code - COM - COM § 8108
(a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, all of the following: (1) The certificate is genuine and has not been materially altere
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Commercial Code - COM - COM § 8109
Commercial Code - COM - COM § 8109
(a) A person who originates an entitlement order to a securities intermediary warrants all of the following to the securities intermediary: (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 ac
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Commercial Code - COM - COM § 8110
Commercial Code - COM - COM § 8110
(a) The local law of the issuer’s jurisdiction, as specified in subdivision (d), governs the following: (1) The validity of a security. (2) The rights and duties of the issuer with respect to registration of transfer. (3) The effectiveness of registration of transfer by the issue
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Commercial Code - COM - COM § 8111
Commercial Code - COM - COM § 8111
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this division and affects another party who does not consent to the rule.
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Commercial Code - COM - COM § 8112
Commercial Code - COM - COM § 8112
(a) The interest of a debtor in a certificated security 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 subdivision (d). However, a certificated security for which the ce
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Commercial Code - COM - COM § 8113
Commercial Code - COM - COM § 8113
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within
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Commercial Code - COM - COM § 8114
Commercial Code - COM - COM § 8114
The following rules apply in an action on a certificated security against the issuer: (a) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted. (b) If the effectiveness of a signature is put in issue, the
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Commercial Code - COM - COM § 8115
Commercial Code - COM - COM § 8115
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim
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Commercial Code - COM - COM § 8116
Commercial Code - COM - COM § 8116
A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial
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Commercial Code - COM - COM § 8201
Commercial Code - COM - COM § 8201
(a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that does any of the following: (1) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like,
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Commercial Code - COM - COM § 8202
Commercial Code - COM - COM § 8202
(a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute,
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Commercial Code - COM - COM § 8203
Commercial Code - COM - COM § 8203
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 setting a date on or after which the security is to be presented or surrendered for redemption or exchan
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Commercial Code - COM - COM § 8204
Commercial Code - COM - COM § 8204
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless either of the following applies: (1) The security is certificated and the restriction is noted conspicuously on the
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Commercial Code - COM - COM § 8205
Commercial Code - COM - COM § 8205
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 ha
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Commercial Code - COM - COM § 8206
Commercial Code - COM - COM § 8206
(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, the following apply: (1) Any person may complete it by filling in the blanks as authorized. (2) Even if the blanks are incorrectly filled in, the secur
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Commercial Code - COM - COM § 8207
Commercial Code - COM - COM § 8207
(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 e
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Commercial Code - COM - COM § 8208
Commercial Code - COM - COM § 8208
(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants all of the following to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect: (1) The certificate is ge
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Commercial Code - COM - COM § 8209
Commercial Code - COM - COM § 8209
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 noted conspicuously on the security certificate.
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Commercial Code - COM - COM § 8210
Commercial Code - COM - COM § 8210
(a) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise provided in subdivisions (c) and (d), the provisi
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Commercial Code - COM - COM § 8301
Commercial Code - COM - COM § 8301
(a) Delivery of a certificated security to a purchaser occurs when any of the following occur: (1) The purchaser acquires possession of the security certificate. (2) Another person, other than a securities intermediary, either acquires possession of the security certificate on be
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Commercial Code - COM - COM § 8302
Commercial Code - COM - COM § 8302
(a) Except as otherwise provided in subdivisions (b) and (c), 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
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Commercial Code - COM - COM § 8303
Commercial Code - COM - COM § 8303
(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who does all of the following: (1) Gives value. (2) Does not have notice of any adverse claim to the security. (3) Obtains control of the certificated or uncertifi
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Commercial Code - COM - COM § 8304
Commercial Code - COM - COM § 8304
(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement. (b
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Commercial Code - COM - COM § 8305
Commercial Code - COM - COM § 8305
(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 ini
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Commercial Code - COM - COM § 8306
Commercial Code - COM - COM § 8306
(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing all of the following were true: (1) The signature was genuine. (2) The signer was an appropriate person to endorse, or if the signature is by an agent, the agent