Page:United States Statutes at Large Volume 77.djvu/767

 77 STAT. ]

PUBLIC LAW 88-243-DEC. 30, 1963

(5) Nothing in this section shall be construed to affect the right of a party to a "when, as and. if issued" or a "when distributed" contract to cancel the contract in the event of a material change in the character of the security which is the subject of the contract or in the plan or arrangement pursuant to which such security is to be issued or distributed. § 28:8—^203. Staleness as notice of defects or defenses (1) After an act or event which creates a right to immediate performance of the principal obligation evidenced by the security or which sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer (a) if the act or event is one requiring the payment of money or the delivery of securities or both on presentation or surrender of the security and such funds or securities are available on the date set for payment or exchange and he takes the security more than one year after that date; and (b) if the act or event is not covered by paragraph (a) and he takes the security more than two years after the date set for surrender or presentation or the date on which such performance became due. (2) A call which has been revoked is not within subsection (1). § 28:8—^204. Effect of issuer's restrictions on transfer Unless noted conspicuously on the security a restriction on transfer imposed by the issuer even though otherwise lawful is ineffective except against a person with actual Imowledge of it. § 28:8—^205. Effect of unauthorized signature on issue An unauthorized signature placed on a security prior to or in the course of issue is ineffective except that the signature is effective in favor of a purchaser for value and without notice of the lapk of authority if the signing has been done by (a) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security or of similar securities or their immediate preparation for signing; or (b) an employee of the issuer or of any of the foregoing entrusted with responsible handling of the security. §28:8—^206. Completion or alteration of instrument (1) Where a security contains the signatures necessary to its issue or transfer but is incomplete in any other respect (a) any person may complete it by filling in the blanks as authorized; and (b) even though the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of such incorrectness. (2) A complete security which has been improperly altered even though fraudulently remains enforceable but only according to its original terms. §28:8—^207. Rights of issuer with respect to registered owners (1) Prior to due presentment for registriation of transfer of a security in registered form the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, to I'eceive notifications and otherwise to exercise all the rights and powers of an owner. (2) Nothing in this article shall be construed to affect the liability of the registered owner of a security for calls, assessments or the like.

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