Effect of Over Issue; Over Issue

(1)The provisions of this division which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in over issue; but

(a)If an identical security which does not constitute an overissue is reasonably available for purchase, the person entitled to issue or validation may compel the issuer to purchase and deliver such a security to him against surrender of the security, if any, which he holds; or

(b)If a security is not so available for purchase, the person entitled to issue or validation may recover from the issuer the price he or the last purchaser for value paid for it with interest from the date of his demand.

(2)Overissue means the issue of securities in excess of the amount which the issuer has corporate power to issue.