23. Effectiveness of Endorsement or Instruction

(1) An Endorsement or Instruction is effective if:

1. (a) it is made by a Person with Transfer Authority; or
2. (b) it is made by a Person with Transfer Authority as an agent, including, for an Instruction or entitlement order, a Person who has Control under section 21(3)(b) or (4)(b) (Meaning of Control); or
3. (c) the Person with the right to Transfer the Investment is prevented from asserting its ineffectiveness.

(2) Such an Endorsement or Instruction is effective even if:

1. (a) the Person making or giving it has Failed to comply with any condition or requirement relating to the Person’s power to make the Endorsement or give the Instruction, including any AIFC Regulations or AIFC Rules requiring the Court’s approval of the transaction; or
2. (b) the Endorsement is made or the Instruction given by an agent and the agent’s action in making the Endorsement or giving the Instruction or entitlement order, or using the proceeds of the transaction, is otherwise a breach of duty.

(3) If an Investment is registered in the name of or specially Endorsed to a Person described as a representative, or if an Investment Account is maintained in the name of a Persondescribed as a representative, an Endorsement or Instruction made by the Person is effective even though the Person is no longer serving in the described capacity.

(4) Effectiveness of an Endorsement or Instruction is decided as of the date the Endorsement or Instruction is made or given, and an effective Endorsement or Instruction does not become ineffective because of any later change of circumstances.

24. Effect of issuer’s restriction on Transfer of Securities

A restriction on the Transfer of a Security imposed by the issuer is taken to be a Third Party Property Interest, and is ineffective against any Person other than a Person who had notice of the restriction unless:

• (a) the Security is a Certificated Investment and the restriction is noted conspicuously on the Security certificate; or
• (b) the Security is Uncertificated Investment and the registered owner has been notified of the restriction.