N.Y. U.C.C. 8-210

Section 8--210. Overissue.\n (a) In this section, "overissue" means the issue of securities in\nexcess of the amount the issuer has corporate power to issue, but an\noverissue does not occur if appropriate action has cured the overissue.\n (b) Except as otherwise provided in subsections (c) and (d), the\nprovisions of this Article which validate a security or compel its issue\nor reissue do not apply to the extent that validation, issue, or reissue\nwould result in overissue.\n (c) If an identical security not constituting an overissue is\nreasonably available for purchase, a person entitled to issue or\nvalidation may compel the issuer to purchase the security and deliver it\nif certificated or register its transfer if uncertificated, against\nsurrender of any security certificate the person holds.\n (d) If a security is not reasonably available for purchase, a person\nentitled to issue or validation may recover from the issuer the price\nthe person or the last purchaser for value paid for it with interest\nfrom the date of the person's demand.\n