Ohio § 1308.39

§ 1308.39.

(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 the

person who initiated the demand at the address provided in the demand and 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 the

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 division (B)(3) of this section may not exceed thirty 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.