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WV Code § 46-8-203 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-203. Staleness as Notice of Defect or Defense

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security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 exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:(1) Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or(2) Is not covered by subdivision (1) of this section and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
WV Code § 46-8-204 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-204. Effect of Issuer's Restriction on Transfer

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:(1) The security is certificated and the restriction is noted conspicuously on the security certificate; or(2) The security is uncertificated and the registered owner has been notified of the restriction.
WV Code § 46-8-205 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-205. Effect of Unauthorized Signature on Security Certificate

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 has been done by:(1) An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or(2) An employee of the issuer, or of any of the persons listed in subdivision (1) of this section, entrusted with responsible handling of the security certificate.
WV Code § 46-8-206 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-206. Completion or Alteration of Security Certificate

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:(1) Any person may complete it by filling in the blanks as authorized; and(2) Even if the blanks are incorrectly filled in, the security certificate 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.
WV Code § 46-8-207 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-207. Rights and Duties of Issuer With Respect to Registered Owners

(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 entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.(b) This article does not affect the liability of the registered owner of a security for a call, assessment or the like.
WV Code § 46-8-208 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent

(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:(1) The certificate is genuine;(2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and(3) The person has reasonable grounds to believe that 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 subsection (a) of this section does not assume responsibility for the validity of the security in other respects.
WV Code § 46-8-209 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-209. Issuer's Lien

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.
WV Code § 46-8-210 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-210. Overissue

(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 subsections (c) and (d) of this section, the provisions of this article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.(c) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.(d) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
WV Code § 46-8-301 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-301. Delivery

§46-8-301. Delivery.(a) Delivery of a certificated security to a purchaser occurs when:(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 behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or(3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is: (i) Registered in the name of the purchaser; (ii) payable to the order of the purchaser; or (iii) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary 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, acknowledges that it holds for the purchaser.
WV Code § 46-8-302 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-302. Rights of Purchaser

(a) Except as otherwise provided in subsections (b) and (c) of this section, 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 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.
WV Code § 46-8-303 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-303. Protected Purchaser

(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.
WV Code § 46-8-304 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-304. Indorsement

(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.(b) An indorsement purporting to be only of part of a security certificate representing units intended by 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 without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.(e) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.(f) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 8-108 and not an obligation that the security will be honored by the issuer.
WV Code § 46-8-305 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-305. Instruction

(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 initiating an instruction assumes only the obligations imposed by section 8-108 and not an obligation that the security will be honored by the issuer.
WV Code § 46-8-306 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-306. Effect of Guaranteeing Signature, Indorsement, or Instruction

(a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:(1) The signature was genuine;(2) The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and(3) The signer had legal capacity to sign.(b) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:(1) The signature was genuine;(2) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and(3) The signer had legal capacity to sign.(c) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (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, security interests, restrictions, and claims other than those specified in the instruction.(d) A guarantor under subsections (a) and (b) of this section or a special guarantor under subsection (c) of this section does not otherwise warrant the rightfulness of the transfer.(e) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) of this section and also warrants the rightfulness of the transfer in all respects.(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) of this section and also warrants the rightfulness of the transfer in all respects.(g) An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer.(h) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
WV Code § 46-8-307 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-307. Purchaser's Right to Requisites for Registration of Transfer

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless 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.
WV Code § 46-8-401 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-401. Duty of Issuer to Register Transfer

§46-8-401. 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 (section 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 section 8-204;(6) A demand that the issuer not register transfer has not become effective under section 8-403, or the issuer has complied with section 8-403(b) but no legal process or indemnity bond is obtained as provided in section 8-403(d); 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.
WV Code § 46-8-402 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-402. Assurance That Indorsement or Instruction Is Effective

(a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:(1) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;(2) If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;(3) If the indorsement is made or the instruction is originated by a fiduciary pursuant to section 8-107(a)(4) or (a)(5), appropriate evidence of appointment or incumbency;(4) If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and(5) If the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.(b) An issuer may elect to require reasonable assurance beyond that specified in this section.(c) In this section:(1) "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.(2) "Appropriate evidence of appointment or incumbency" means:(i) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; or(ii) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.
WV Code § 46-8-403 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-403. Demand That Issuer Not Register Transfer

(a) 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) 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: (i) The person who initiated the demand at the address provided in the demand; and (ii) 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 instruction for registration of transfer of 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) The period described in subdivision (3), subsection (b) of this section may not exceed thirty 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) 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) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.
WV Code § 46-8-404 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-404. Wrongful Registration

(a) Except as otherwise provided in section 8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:(1) Pursuant to an ineffective indorsement or instruction;(2) After a demand that the issuer not register transfer became effective under section 8-403(a) and the issuer did not comply with section 8-403(b);(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, restraining order, or other legal process; or(4) By an issuer acting in collusion with the wrongdoer.(b) An issuer that is liable for wrongful registration of transfer under subsection (a) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by section 8-210.(c) Except as otherwise provided in subsection (a) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
WV Code § 46-8-405 (2021)
2021 West Virginia Code|Chapter 46. Uniform Commercial Code|Article 8. Investment Securities|§46-8-405. Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:(1) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;(2) Files with the issuer a sufficient indemnity bond; and(3) Satisfies other reasonable requirements imposed by the issuer.(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by section 8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.