§ 554.8403

554.8403 Demand that issuer not register transfer. 1. A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicatingto the issuer a notification that identifies the registered owner and the issue of which thesecurity is a part and provides an address for communications directed to the person makingthe demand. The demand is effective only if it is received by the issuer at a time and in amanner affording the issuer reasonable opportunity to act on it. 2. 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 registertransfer of an uncertificated security after a demand that the issuer not register transfer hasbecome effective, the issuer shall promptly communicate to the person who initiated thedemand at the address provided in the demand and the person who presented the securityfor registration of transfer or initiated the instruction requesting registration of transfer anotification stating that: a.

he address provided in the demand and the person who presented the securityfor registration of transfer or initiated the instruction requesting registration of transfer anotification stating that: a. the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received; b. a demand that the issuer not register transfer had previously been received; andc. the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtainlegal process or an indemnity bond. 3. The period described in subsection 2, paragraph 'c', may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuerif it is not manifestly unreasonable. 4. An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to aneffective indorsement or instruction if the person who initiated the demand does not, withinthe time stated in the

any loss the person suffers as a result of registration of a transfer pursuant to aneffective indorsement or instruction if the person who initiated the demand does not, withinthe time stated in the issuer’s communication, either: a. obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or b. file with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss itor they may suffer by refusing to register the transfer. 5. This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective. [C66, 71, 73, 75, 77, 79, 81, §554.8403]89 Acts, ch 113, §39; 90 Acts, ch 1168, §57; 96 Acts, ch 1138, §43, 84; 2013 Acts, ch 30, §261Referred to in §554.8401, 554.8404 Sat Dec 23 01:58:36 2023 Iowa Code 2024, Section 554.8403 (25, 0)