3724                                                       VETOES

(3)  Except as [otherwise] provided in the case of certain
unauthorized signatures [on issue] (§ 8-205), lack of genuineness
of a CERTIFICATED security OR AN INITIAL TRANSACTION STATEMENT is
a complete defense even against a purchaser for value and without
notice.

(4)  All other defenses of the issuer OF A CERTIFICATED OR
UNCERTIFICATED SECURITY, including nondelivery and conditional
delivery of [the] A CERTIFICATED security, are ineffective
against a purchaser 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" contract to cancel the contract in the event of a
material change in the character of the security [which] THAT is
the subject of the contract or in the plan or arrangement
pursuant to which [such] THE security is to be issued or
distributed.

8-203.

(1)  After an act or event [which creates] CREATING a right
to immediate performance of the principal obligation [evidenced]
REPRESENTED by [the] A CERTIFICATED security or [which] THAT 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
IF:

(a)   [If the] THE act or event is one requiring the
payment of money [or], the delivery of CERTIFICATED securities,
THE REGISTRATION OF TRANSFER OF UNCERTIFICATED SECURITIES, or
[both] ANY OF THESE on presentation or surrender of the
CERTIFICATED security [and such], THE funds or securities are
available on the date set for payment or exchange and he takes
the security more than [one] 1 year after that date; and

(b)   [If the] THE act or event is not covered by
paragraph (a) and he takes the security more than [two] 2 years
after the date set for surrender or presentation or the date on
which [such] performance became due.

(2)  A call [which] THAT has been revoked is not within
subsection (1).

8-204.

[Unless noted conspicuously on the security a] A restriction
on transfer OF A SECURITY imposed by the issuer even though
otherwise lawful is ineffective [except] against [a] ANY person
[with] WITHOUT actual knowledge of it[.] UNLESS:

(A) THE SECURITY IS CERTIFICATED AND THE RESTRICTION
IS NOTED CONSPICUOUSLY THEREON; OR