2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 84 - Registration
Section 8403 - Demand that issuer not register transfer

     § 8403.  Demand that issuer not register transfer.
        (a)  General rule.--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 communicating
     to the issuer a notification that identifies the registered
     owner and the issue of which the security is a part and provides
     an address for communications directed to the person making the
     demand. The demand is effective only if it is received by the
     issuer at a time and in a manner affording the issuer reasonable
     opportunity to act on it.
        (b)  Subsequent request to register transfer.--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 who initiated the demand at
     the address provided in the demand and the person who presented
     the security for registration of transfer or initiated the
     instruction requesting registration of transfer a notification
     stating that:
            (1)  the certificated security has been presented for
        registration of transfer or the instruction for registration
        of transfer of the uncertificated security has been received;
            (2)  a demand that the issuer not register transfer had
        previously been received; and
            (3)  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
        obtain legal process or an indemnity bond.
        (c)  Period of time registration can be withheld under
     subsection (b)(3).--The period described in subsection (b)(3)
     may not exceed 30 days after the date of communication of the
     notification. A shorter period may be specified by the issuer if
     it is not manifestly unreasonable.
        (d)  Limitation on liability of issuer.--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 an effective indorsement
     or instruction if the person who initiated the demand does not,
     within the time stated in the issuer's communication, either:
            (1)  obtain an appropriate restraining order, injunction
        or other process from a court of competent jurisdiction
        enjoining the issuer from registering the transfer; or
            (2)  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 it or they may suffer by refusing to
        register the transfer.
        (e)  Liability for registering transfer pursuant to
     ineffective indorsement or instruction.--This section does not
     relieve an issuer from liability for registering transfer
     pursuant to an indorsement or instruction that was not
     effective.

        Cross References.  Section 8403 is referred to in sections
     8401, 8404 of this title.