J. MILLARD TAWES, Governor                        903

8—104. Effect of Overissue; "Overissue."

(1)  The provisions of this Sub-title 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; but

(a)  if an identical security which does not constitute an overissue
is reasonably available for purchase, the person entitled to issue or
validation may compel the issuer to purchase and deliver such a
security to him against surrender of the security, if any, which he
holds; or

(b)  if a security is not so available for purchase, the person en-
titled to issue or validation may recover from the issuer the price
he or the last purchaser for value paid for it with interest from
the date of his demand.

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

8—105. Securities Negotiable; Presumptions.

(1)  Securities governed by this Sub-title are negotiable instru-
ments.

(2)  In any action on a security

(a)  unless specifically denied in the pleadings, each signature on
the security or in a necessary indorsement is admitted;

(b)  when the effectiveness of a signature is put in issue the burden
of establishing it is on the party claiming under the signature but
the signature is presumed to be genuine or authorized;

(c)  when signatures are admitted or established production of
the instrument entitles a holder to recover on it unless the defendant
establishes a defense or a defect going to the validity of the security;
and

(d)  after it is shown that a defense or defect exists the plaintiff
has the burden of establishing that he or some person under whom
he claims is a person against whom the defense or defect is ineffec-
tive (Section 8—202).

8—106. Applicability.

The validity of a security and the rights and duties of the issuer
with respect to registration of transfer are governed by the law
(including the conflict of laws rules) of the jurisdiction of organiza-
tion of the issuer.

8—107. Securities Deliverable; Action for Price.

(1)   Unless otherwise agreed and subject to any applicable law or
regulation respecting short sales, a person obligated to deliver securi-
ties may deliver any security of the specified issue in bearer form
or registered in the name of the transferee or indorsed to him or in
blank.

(2)  When the buyer fails to pay the price as it comes due under a
contract of sale the setter may recover the price

(a) of securities accepted by the buyer; and