New Jersey § 12a:8-401

§ 12a:8-401.

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 (12A: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 12A:8-204; (6) a demand that the issuer not register transfer has not become effective under

12A:8-403, or the issuer has complied with subsection b. of 12A:8-403 but no legal

process or indemnity bond is obtained as provided in subsection d. of 12A:8-403;

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.