{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-8-202","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-8-202","heading":"Issuer's Responsibility and Defenses; Notice of Defect","body":"or Defense.\n\nIssuer's Responsibility and Defenses; Notice of Defect or\n\nDefense.\n\n(a) Even against a purchaser for value and without notice, the\n\nterms of a security include terms stated on the certificate and\n\nterms made part of the security by reference on the certificate to\n\nanother instrument, indenture, or document or to a constitution,\n\nstatute, ordinance, rule, regulation, order, or the like, to the\n\nextent the terms referred to do not conflict with terms stated on\n\nthe certificate. A reference under this subsection does not of\n\nitself charge a purchaser for value with notice of a defect going to\n\nthe validity of the security, even if the certificate expressly\n\nstates that a person accepting it admits notice. The terms of an\n\nuncertificated security include those stated in any instrument,\n\nindenture, or document or in a constitution, statute, ordinance,\n\nrule, regulation, order, or the like, pursuant to which the security\n\nis issued.\n\n(b) The following rules apply if an issuer asserts that a\n\nsecurity is not valid:\n\n(1) A security other than one issued by a government or\n\ngovernmental subdivision, agency, or instrumentality, even though\n\nissued with a defect going to its validity, is valid in the hands of\n\na purchaser for value and without notice of the particular defect\n\nunless the defect involves a violation of a constitutional\n\nprovision. In that case, the security is valid in the hands of a\n\npurchaser for value and without notice of the defect, other than one\n\nwho takes by original issue.\n\n(2) Paragraph (1) of this subsection applies to an issuer that\n\nis a government or governmental subdivision, agency, or\n\ninstrumentality only if there has been substantial compliance with\n\nthe legal requirements governing the issue or the issuer has\n\nreceived a substantial consideration for the issue as a whole or for\n\nthe particular security and a stated purpose of the issue is one for\n\nwhich the issuer has power to borrow money or issue the security.\n\n(c) Except as otherwise provided in Section 8-205 of this\n\ntitle, lack of genuineness of a certificated security is a complete\n\ndefense, even against a purchaser for value and without notice.\n\n(d) All other defenses of the issuer of a security, including\n\nnondelivery and conditional delivery of a certificated security, are\n\nineffective against a purchaser for value who has taken the\n\ncertificated security without notice of the particular defense.\n\n(e) This section does not affect the right of a party to cancel\n\na contract for a security \"when, as and if issued\" or \"when\n\ndistributed\" in the event of a material change in the character of\n\nthe security that is the subject of the contract or in the plan or\n\narrangement pursuant to which the security is to be issued or\n\ndistributed.\n\n(f) If a security is held by a securities intermediary against\n\nwhom an entitlement holder has a security entitlement with respect\n\nto the security, the issuer may not assert any defense that the\n\nissuer could not assert if the entitlement holder held the security\n\ndirectly.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"5d6d07986d82172b78bcbc4aad37530f1856f233bd580fcbf1f815c6e64ea86f","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-8-201","next":"us-ok/okla.-stat.-tit.-12a-12a-8-203"},"notice":"GroundRules: Original legal text. Not legal advice."}