Section 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.Okla. Stat. tit. 12A, § 8-210
Added by Laws 1995, SB 522, c. 242, § 26, eff. 2/1/1996.Oklahoma Code Comment
Section 8-210 is carried forward in substance from pre-revision Section 8-104. It governs overissue of securities, and provides that the portions of Article 8 that validate a security or compel its issue do not apply to the extent they would result in an overissue. Generally, a person entitled to obtain a security that would result in an overissue is entitled to require the issuer to purchase and deliver substitute securities in the open market. If such securities are not available, then the issuer may be liable for money damages. See UCC § 8-210(d).
Prior Statutory Provisions:
Pre-revision UCC § 8-104.