554 CORPORATIONS. [ART. 23

1910, ch. 73, sec. 37 E (p. 68).

42. The delivery of a certificate to transfer title, in accordance with
the provisions of section 38, is effectual, except as provided in section 40,
though made by one having no right of possession and having no author-
ity from the owner of the certificate or from the person purporting to
transfer the title.

1910, ch. 73, sec. 37 F (p. 68).

43. The indorsement of a certificate by the person appearing by the
certificate to be the owner of the shares represented thereby is effectual,
except as provided in section 44 though the indorser or transferor

(a) Was induced by fraud, duress or mistake to make the indorse-
ment or delivery; or

(b) Has revoked the delivery of the certificate, or the authority
given by the indorsement, or delivery of the certificate; or

(c) Has died or become legally incapacitated after the indorsement,
whether before or after the delivery of the certificate; or
(d) Has received no consideration.

1910, ch. 73. sec. 37 G (p. 68).

44. If the indorsement or delivery of a certificate
(a) Was procured by fraud or duress; or

(b) Was made under such mistake as to make the indorsement or
delivery inequitable; or

If the delivery of a certificate was made

(c) Without authority from the owner; or

(d) After the owner's death or legal incapacity, the possession of
the certificate may be reclaimed and the transfer thereof rescinded:
unless

(1) The certificate has been transferred to a purchaser for value in
good faith without notice of any facts making the transfer wrongful; or

(2) The injured person has elected to waive the injury, or has been
guilty of laches in endeavoring to enforce his rights.

Any court of appropriate jurisdiction may enforce specifically such
right to reclaim the possession of the certificate or to rescind the transfer
thereof, and, pending litigation, may enjoin the further transfer of the
certificate or impound it.

1910, ch. 73, sec. 37 H (p. 69).

45. Although the transfer of a certificate or of shares represented
thereby has been rescinded or set aside, nevertheless, if the transferee
has possession of the certificate or of a new certificate representing part
or the whole of the same shares of stock, a subsequent transfer of such
certificate by the transferee, mediately or immediately, to a purchaser
for value in good faith, without notice of any facts making the transfer
wrongful, shall give such purchaser an indefeasible right to the certifi-
cate and the shares represented thereby.