(810 ILCS 5/Art. 8 Pt. 3 heading)
PART 3.
TRANSFER OF CERTIFICATED
AND UNCERTIFICATED SECURITIES
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(810 ILCS 5/8-301) (from Ch. 26, par. 8-301)
Sec. 8-301.
Delivery.
(a) Delivery of a certificated security to a purchaser occurs when:
(1) the purchaser acquires possession of the security
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(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
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(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 indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.
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(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
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(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.
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(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/8-302) (from Ch. 26, par. 8-302)
Sec. 8-302.
Rights of purchaser.
(a) Except as otherwise provided in subsections (b) and (c), 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.
(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/8-303) (from Ch. 26, par. 8-303)
Sec. 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
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(3) obtains control of the certificated or
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(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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-304) (from Ch. 26, par. 8-304)
Sec. 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-305) (from Ch. 26, par. 8-305)
Sec. 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-306) (from Ch. 26, par. 8-306)
Sec. 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
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(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
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(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) 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
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(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.
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(d) A guarantor under subsections (a) and (b) or a special
guarantor under subsection (c) 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) 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) 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-307) (from Ch. 26, par. 8-307)
Sec. 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-308) (from Ch. 26, par. 8-308)
Sec. 8-308.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-309) (from Ch. 26, par. 8-309)
Sec. 8-309.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-310) (from Ch. 26, par. 8-310)
Sec. 8-310.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-311) (from Ch. 26, par. 8-311)
Sec. 8-311.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-312) (from Ch. 26, par. 8-312)
Sec. 8-312.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-313) (from Ch. 26, par. 8-313)
Sec. 8-313.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-314) (from Ch. 26, par. 8-314)
Sec. 8-314.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-315) (from Ch. 26, par. 8-315)
Sec. 8-315.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-316) (from Ch. 26, par. 8-316)
Sec. 8-316.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-317) (from Ch. 26, par. 8-317)
Sec. 8-317.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-318) (from Ch. 26, par. 8-318)
Sec. 8-318.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-319) (from Ch. 26, par. 8-319)
Sec. 8-319.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-320) (from Ch. 26, par. 8-320)
Sec. 8-320.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-321) (from Ch. 26, par. 8-321)
Sec. 8-321.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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