PARRIS N. GLENDENING, Governor

Ch. 92

8-210.

(A)     IN THIS SECTION, "OVERISSUE" MEANS THE ISSUE OF SECURITIES IN
EXCESS OF THE AMOUNT THE ISSUER HAS CORPORATE POWER TO ISSUE, BUT AN
OVERISSUE DOES NOT OCCUR IF APPROPRIATE ACTION HAS CURED THE
OVERISSUE.

(B)     EXCEPT AS OTHERWISE PROVIDED IN SUBSECTIONS (C) AND (D) OF THIS
SECTION, THE PROVISIONS OF THIS 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.

(C)     IF AN IDENTICAL SECURITY NOT CONSTITUTING AN OVERISSUE IS
REASONABLY AVAILABLE FOR PURCHASE, A PERSON ENTITLED TO ISSUE OR
VALIDATION MAY COMPEL THE ISSUER TO PURCHASE THE SECURITY AND DELIVER
IT IF CERTIFICATED OR REGISTER ITS TRANSFER IF UNCERTIFICATED, AGAINST
SURRENDER OF ANY SECURITY CERTIFICATE THE PERSON HOLDS.

(D)     IF A SECURITY IS NOT REASONABLY AVAILABLE FOR PURCHASE, A
PERSON ENTITLED TO ISSUE OR VALIDATION MAY RECOVER FROM THE ISSUER THE
PRICE THE PERSON OR THE LAST PURCHASER FOR VALUE PAID FOR IT WITH
INTEREST FROM THE DATE OF THE PERSON'S DEMAND.

SUBTITLE 3. TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES.
8-301.

(A)     DELIVERY OF A CERTIFICATED SECURITY TO A PURCHASER OCCURS
WHEN:

(1)      THE PURCHASER ACQUIRES POSSESSION OF THE SECURITY
CERTIFICATE;

(2)      ANOTHER PERSON, OTHER THAN A SECURITIES INTERMEDIARY,
EITHER ACQUIRES POSSESSION OF THE SECURITY CERTIFICATE ON BEHALF OF THE
PURCHASER OR, HAVING PREVIOUSLY ACQUIRED POSSESSION OF THE
CERTIFICATE, ACKNOWLEDGES THAT IT HOLDS FOR THE PURCHASER; OR

(3)      A SECURITIES INTERMEDIARY ACTING ON BEHALF OF THE
PURCHASER ACQUIRES POSSESSION OF THE SECURITY CERTIFICATE, ONLY IF THE
CERTIFICATE IS IN REGISTERED FORM AND HAS BEEN SPECIALLY INDORSED TO
THE PURCHASER BY AN EFFECTIVE INDORSEMENT.

(B)     DELIVERY OF AN UNCERTIFICATED SECURITY TO A PURCHASER OCCURS
WHEN:

(1)      THE ISSUER REGISTERS THE PURCHASER AS THE REGISTERED
OWNER, UPON ORIGINAL ISSUE OR REGISTRATION OF TRANSFER; OR

(2)      ANOTHER PERSON, OTHER THAN A SECURITIES INTERMEDIARY,
EITHER BECOMES THE REGISTERED OWNER OF THE UNCERTIFICATED SECURITY

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