N.Y. U.C.C. 8-401

Section 8--401. Duty of Issuer to Register Transfer.\n (a) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security, the issuer shall register the transfer as\nrequested if:\n (1) under the terms of the security the person seeking\n registration of transfer is eligible to have the security\n registered in its name;\n (2) the indorsement or instruction is made by the appropriate\n person or by an agent who has actual authority to act on\n behalf of the appropriate person;\n (3) reasonable assurance is given that the indorsement or\n instruction is genuine and authorized (Section 8--402);\n (4) any applicable law relating to the collection of taxes has\n been complied with;\n (5) the transfer does not violate any restriction on transfer\n imposed by the issuer in accordance with Section 8--204;\n (6) a demand that the issuer not register transfer has not become\n effective under Section 8--403, or the issuer has complied\n with Section 8--403(b) but no legal process or indemnity bond\n is obtained as provided in Section 8--403(d); and\n (7) the transfer is in fact rightful or is to a protected\n purchaser.\n (b) If an issuer is under a duty to register a transfer of a security,\nthe issuer is liable to a person presenting a certificated security or\nan instruction for registration or to the person's principal for loss\nresulting from unreasonable delay in registration or failure or refusal\nto register the transfer.\n