Okla. Stat. tit. 12A, § 12A-8-202: Issuer's Responsibility and Defenses; Notice of Defect

or Defense.

Issuer's Responsibility and Defenses; Notice of Defect or

Defense.

(a) Even against a purchaser for value and without notice, the

terms of a security include terms stated on the certificate and

terms made part of the security by reference on the certificate to

another instrument, indenture, or document or to a constitution,

statute, ordinance, rule, regulation, order, or the like, to the

extent the terms referred to do not conflict with terms stated on

the certificate. A reference under this subsection does not of

itself charge a purchaser for value with notice of a defect going to

the validity of the security, even if the certificate expressly

states that a person accepting it admits notice. The terms of an

uncertificated security include those stated in any instrument,

indenture, or document or in a constitution, statute, ordinance,

rule, regulation, order, or the like, pursuant to which the security

is issued.

(b) The following rules apply if an issuer asserts that a

security is not valid:

(1) A security other than one issued by a government or

governmental subdivision, agency, or instrumentality, even though

issued with a defect going to its validity, is valid in the hands of

a purchaser for value and without notice of the particular defect

unless the defect involves a violation of a constitutional

provision. In that case, the security is valid in the hands of a

purchaser for value and without notice of the defect, other than one

who takes by original issue.

(2) Paragraph (1) of this subsection applies to an issuer that

is a government or governmental subdivision, agency, or

instrumentality only if there has been substantial compliance with

the legal requirements governing the issue or the issuer has

received a substantial consideration for the issue as a whole or for

the particular security and a stated purpose of the issue is one for

which the issuer has power to borrow money or issue the security.

(c) Except as otherwise provided in Section 8-205 of this

title, lack of genuineness of a certificated security is a complete

defense, even against a purchaser for value and without notice.

(d) All other defenses of the issuer of a security, including

nondelivery and conditional delivery of a certificated security, are

ineffective against a purchaser for value who has taken the

certificated security without notice of the particular defense.

(e) This section does not affect the right of a party to cancel

a contract for a security "when, as and if issued" or "when

distributed" in the event of a material change in the character of

the security that is the subject of the contract or in the plan or

arrangement pursuant to which the security is to be issued or

distributed.

(f) If a security is held by a securities intermediary against

whom an entitlement holder has a security entitlement with respect

to the security, the issuer may not assert any defense that the

issuer could not assert if the entitlement holder held the security

directly.