CORPORATIONS. 69

(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 specific-
ally 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.

SEC. 37H. Although the transfer of a certificate or of shares
represented thereby has been rescinded or set aside, neverthe-
less, if the transferee has possssion 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.

SEC. 37I. The delivery of a certificate by the person appear-
ing by the certificate to be the owner thereof, without the in-
dorsement 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 transfer shall take effect as of the time when the indorse-
ment is actually made. This obligation may be specifically
enforced.

SEC. 37j. An attempted transfer of title to a certificate or to '
the shares represented thereby, without delivery of the certifi-
cate, shall have the effect of a promise to transfer, and the obli-
gation, if any, imposed by such promise shall be determined by
the law governing the formation and performance of contracts.

SEC. 37K. A person who for value transfers a certificate, in-
cluding one who assigns for value a claim secured by a certifi-
cate, 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 im-
pair the validity of the certificate.

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

SEC. 37L. A mortgagee, pledgee or other holder for security
of a certificate who in good faith demands or receives payment
of the debt for which such certificate is security, whether from
a party to a draft drawn for such debt, or from any other per-
son, shall not by so doing be deemed to represent or to warrant