New Jersey § 12a:8-210

§ 12a: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 chapter 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.