Okla. Stat. tit. 12A, § 12A-8-403: Demand that Issuer not Register Transfer

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 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) The period described in paragraph (3) of subsection (b) of

this section may not exceed thirty (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) 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.