Ohio Code § 1308.37

§ 1308.37.

(A) If a certificated security in registered form is presented to the issuer with a request

to register transfer or an instruction is presented to the 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, as provided in section 1308.38 of the Revised Code ; (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 section 1308.11 of the Revised Code ; (6) A demand that the issuer not register transfer has not become effective under section 1308.39 of the Revised Code , or the issuer has complied with division (B) of that section but no legal process

or indemnity bond is obtained as provided in division (D) of that section;  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

also liable to the person presenting a certificated security or an instruction for

registration or the person's principal for loss resulting from unreasonable delay

in registration or from failure or refusal to register the transfer.