2006 New York Code - Overissue

 
  Section 8--210. Overissue.
    (a) 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.
    (b) Except  as  otherwise  provided  in  subsections  (c) and (d), 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.
    (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's demand.