J. MILLARD TAWES, Governor                        905

(3) Except as otherwise provided in the case of certain unauthor-
ized signatures on issue (Section 8—205), lack of genuineness of a
security is a complete defense even against a purchaser for value
and without notice.

(4) All other defenses of the issuer including non-delivery and
conditional delivery of the security are ineffective against a pur-
chaser for value who has taken without notice of the particular
defense.

(5) Nothing in this section shall be construed to affect the right
of a party to a "when, as and if issued" or a "when distributed'' con-
tract to cancel the contract in the event of a material change in the
character of the security which is the subject of the contract or in
the plan or arrangement pursuant to which such security is to be
issued or distributed.

8—203. Staleness as Notice of Defects or Defenses.

(1)  After an act or event which creates a right to immediate per-
formance of the principal obligation evidenced by the security or
which sets a date on or after which the security is to be presented
or surrendered for redemption or exchange, a purchaser is charged
with notice of any defect in its issue or defense of the issuer

(a)  if the act or event is one requiring the payment of money or
the delivery of securities or both on presentation or surrender of the
security and such funds or securities are available on the date set
for payment or exchange and he takes the security more than one
year after that date; and

(b)  if the act or event is not covered by paragraph (a) and he
takes the security more than two years after the date set for sur-
render or presentation or the date on which such performance be-
came due.

(2)  A call which has been revoked is not within subsection (1).
8—204. Effect of Issuer's Restrictions on Transfer.

Unless noted conspicuously on the security a restriction on trans-
fer imposed by the issuer even though otherwise lawful is ineffective
except against a person with actual knowledge of it.

8—205. Effect of Unauthorized Signature on Issue.

An unauthorized signature placed on a security prior to or in the
course of issue is ineffective except that the signature is effective
in favor of a purchaser for value and without notice of the lack of
authority if the signing has been done by

(a)  an authenticating trustee, registrar, transfer agent or other
person entrusted by the issuer with the signing of the security or
of similar securities or their immediate preparation for signing; or

(b)  an employee of the issuer or of any of the foregoing entrusted
with responsible handling of the security.

8—206. Completion or Alteration of Instrument.

(1) Where a security contains the signatures necessary to its
issue or transfer but is incomplete in any other respect