Okla. Stat. tit. 12A, § 12A-8-107: Whether Indorsement, Instruction, or Entitlement Order

is Effective.

Whether Indorsement, Instruction, or Entitlement Order is

Effective.

(a) "Appropriate person" means:

(1) with respect to an indorsement, the person specified

by a security certificate or by an effective special

indorsement to be entitled to the security;

(2) with respect to an instruction, the registered owner

of an uncertificated security;

(3) with respect to an entitlement order, the entitlement

holder;

(4) if the person designated in paragraph (1), (2) or (3)

of this subsection is deceased, the designated

person's successor taking under other law or the

designated person's personal representative acting for

the estate of the decedent; or

(5) if the person designated in paragraph (1), (2) or (3)

of this subsection lacks capacity, the designated

person's guardian, conservator, or other similar

representative who has power under other law to

transfer the security or financial asset.

(b) An indorsement, instruction, or entitlement order is

effective if:

(1) it is made by the appropriate person;

(2) it is made by a person who has power under the law of

agency to transfer the security or financial asset on

behalf of the appropriate person, including, in the

case of an instruction or entitlement order, a person

who has control under paragraph (2) of subsection (c)

or paragraph (2) of subsection (d) of Section 8-106 of

this title; or

(3) the appropriate person has ratified it or is otherwise

precluded from asserting its ineffectiveness.

(c) An indorsement, instruction, or entitlement order made by a

representative is effective even if:

(1) the representative has failed to comply with a

controlling instrument or with the law of the state

having jurisdiction of the representative

relationship, including any law requiring the

representative to obtain court approval of the

transaction; or

(2) the representative's action in making the indorsement,

instruction, or entitlement order or using the

proceeds of the transaction is otherwise a breach of

duty.

(d) If a security is registered in the name of or specially

indorsed to a person described as a representative, or if a

securities account is maintained in the name of a person described

as a representative, an indorsement, instruction, or entitlement

order made by the person is effective even though the person is no

longer serving in the described capacity.

(e) Effectiveness of an indorsement, instruction, or

entitlement order is determined as of the date the indorsement,

instruction, or entitlement order is made, and an indorsement,

instruction, or entitlement order does not become ineffective by

reason of any later change of circumstances.