Duty of Issuer to Register Transfer

a. 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, the issuer shall register the transfer as requested if: (1) under the terms of the security the person seeking 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 (12A:8-402); (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 in accordance with 12A:8-204; (6) a demand that the issuer not register transfer has not become effective under 12A:8-403, or the issuer has complied with subsection b. of 12A:8-403 but no legal process or indemnity bond is obtained as provided in subsection d. of 12A:8-403; and (7) the transfer is in fact rightful or is to a protected purchaser. b. If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.