§ 34.1-8-210 — 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.
PART 3
TRANSFER OF CERTIFICATED AND
UNCERTIFICATED SECURITIES