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554.8104 Effect of overissue---"overissue."

1. 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; but if:

a. an identical security which does not constitute an overissue is reasonably available for purchase, the person entitled to issue or validation may compel the issuer to purchase the security for that person and either to deliver a certificated security or to register the transfer of an uncertificated security to that person against surrender of any certificated security that person holds; or

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

2. "Overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue.

Section History: Early form

[C66, 71, 73, 75, 77, 79, 81, § 554.8104]

Section History: Recent form

89 Acts, ch 113, § 3

Internal References

Referred to in § 554.8102, 554.8404, 554.8405


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