24.38.040 Effect of over Issue; "Over Issue."

(a) 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 over issue if:

(1) an identical security which does not constitute an over issue is reasonably available for purchase, the person entitled to issue or validation may compel the issuer to purchase the security for him or her and either to deliver a certificated security or to register the transfer of an uncertificated security to him, against surrender of any certificated security he or she holds; or

(2) a security is not so available for purchase, the person entitled to issue or validation may recover from the issuer the price he or she or the last purchaser for value paid for it with interest from the date of his or her demand.

(b) "Over issue" means the issue of securities in excess of the amount which the issuer has corporate power to issue.