Issuer

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  • (a) With respect to an obligation on or a defense to a security, an ‘issuer’ includes a person that:

    • (1) places or authorizes the placing of its name on a security certificate other than as authenticating trustee, registrar, transfer went, or the like, to evidence a share participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;

    • (2) creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;

    • (3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or

    • (4) becomes responsible for, or in place of, another person described as an issuer in this section.

  • (b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.

  • (c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.


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