§ 4-8-210 — Overissue

(a) In this section, overissue means the issue of
securities in excess of the amount the issuer has corporate power to issue, but an
overissue does not occur if appropriate action has cured the overissue.

(b) Except as otherwise provided in subsections (c) and (d) of this section, the
provisions of this article which validate a security or compel its issue or reissue do
not apply to the extent that validation, issue, or reissue would result in overissue.

(c) If an identical security not constituting an overissue is reasonably
available for purchase, a person entitled to issue or validation may compel the
issuer to purchase the security and deliver it if certificated or register its transfer if
uncertificated, against surrender of any security certificate the person holds.

(d) If a security is not reasonably available for purchase, a person entitled to
issue or validation may recover from the issuer the price the person or the last
purchaser for value paid for it with interest from the date of the person's demand.

Legislative History

Source: L. 96: Entire article R&RE, p. 219, � 2, effective July 1.