CORPORATIONS. 675

(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.

An. Code, sec. 45. 1910, ch. 73, sec. 37H (p. 69).

58. 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thereby has been rescinded or set aside, nevertheless, if the transferee has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 certificate and the shares
represented thereby.

An. Code, sec. 46. 1910, ch. 73, sec. 371 (p. 69).

59. The delivery of a certificate by the person appearing by the certifi-
cate to be the owner thereof, without the indorsement requisite for the
transfer of the certificate and the shares represented thereby, but with
intent to transfer such certificate or shares, shall impose an obligation, in
the absence of an agreement to the contrary, upon the person so delivering
to complete the transfer by making the necessary indorsement. The trans-
fer shall take effect as of the time when the indorsement is actually made.
This obligation may be specifically enforced.

An. Code, sec. 47. 1910, ch. 73, sec. 37J (p. 69).

60. An attempted transfer of title to a certificate or to the shares repre-
sented thereby, without delivery of the certificate, shall have the effect of
a promise to transfer, and the obligation, if any, imposed by such promise
shall be determined by the law governing the formation and performance
of contracts.

An. Code, sec. 48. 1910, ch. 73, sec. 37K (p. 69).

61. A person who for value transfers a certificate, including one who
assigns for value a claim secured by a certificate, unless a contrary intention
appears, warrants—

(a) That the certificate is genuine;

(b) That he has a legal right to transfer it; and

(c) That he has no knowledge of any fact which would impair the
validity of the certificate.

In the case of an assignment of a claim secured by a certificate, the
liability of the assignor upon such warranty shall not exceed the amount
of the claim.

As to the warranties of an endorser of negotiable paper, see art. 13, secs. 84 and 85.
As to the warranties of a transferor or endorser of bills of lading, see art. 14. sec. 35.
As to the warranties of a transferor or endorser of warehouse receipts, see art.
14A, sec. 44.