New York Laws
Part 4 - Registration
8-403 - 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
the person who initiated the demand at the address provided in the
demand and to 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 subsection (b)(3) may not exceed 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.