KRS 355.8-210: Overissue.

(1) 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.

(2) Except as otherwise provided in subsections (3) a nd (4) of this section, the

provisions of this article 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.

(3) If an identical security not constituting an overis sue 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.

(4) 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.