§ 34.1-8-203 — Staleness as notice of defect or defense

(a) After an act or event, other than a call that has been
revoked, creating a right to immediate performance of the
principal obligation represented by a certificated security or
setting a date on or after which the security is to be presented
or surrendered for redemption or exchange, a purchaser is
charged with notice of any defect in its issue or defense of the
issuer, if the act or event:
(i) Requires the payment of money, the delivery of a
certificated security, the registration of transfer of an
uncertificated security, or any of them on presentation or
surrender of the security certificate, the money or security is
available on the date set for payment or exchange, and the
purchaser takes the security more than one (1) year after that
date; or
(ii) Is not covered by paragraph (i) of this
subsection and the purchaser takes the security more than two
(2) years after the date set for surrender or presentation or
the date on which performance became due.