                                 CODE OF VIRGINIA

OVERISSUE (§ 8.8A-210)

a. In this section, &#8220;overissue&#8221; 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), 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&#8217;s demand.

HISTORY: 1996, c. 216.