58 STAT.] 78TH CONG. , 2 D SESS.--CL 729-DEC. 23, 1944 929 RESCISSION OF TRANSFER SEC. 7 . If the endorsement or delivery of a certificate- (a) was procured by fraud or duress; or (b) was made under such mistake as to make the endorsement or delivery inequitable; or If the delivery of a certificate was made- (c) without authority from the owner; or (d) after the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded, unless- (1) the certificate has been transferred to a purchaser for value in good faith without notice of any facts making the transfer wrongful; or (2) the injured person has elected to waive the injury or has been guilty of laches in endeavoring to enforce his rights. Any court of appropriate jurisdiction may enforce specifically such right to reclaim the possession of the certificate or to rescind the transfer thereof and, pending litigation, may enjoin the further transfer of the certificate or impound it. RESCISSION OF TRANSFER OF CERTIFICATE DOES NOT INVALIDATE SUBSE- QUENT TRANSFER BY TRANSFEREE IN POSSESSION SEC. 8 . Although the transfer of a certificate or of shares repre- sented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the certificate or of a new certificate rep- resenting part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immedi- ately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an indefeasible right to the certificate and the shares represented thereby. DELIVERY OF UNENDORSED CERTIOATE IMPOSES OBLIGATION TO ENDORSE SEC. 9 . The delivery of a certificate by the person appearing by the certificate to be the owner thereof without the endorsement requisite for the transfer of the certificate and the shares represented thereby, but with intent to transfer such certificate or shares, shall impose an obligation, in the absence of an agreement to the contrary, upon the person so delivering, to complete the transfer by making the neces- sary endorsement. The transfer shall take effect as of the time when the endorsement is actually made. This obligation may be specifically enforced. INEFFECTUAL ATTEMPT TO TRANSFER AMOUNTS TO A PROMISE TO TRANSFER SEC. 10. An attempted transfer of title to a certificate or to the shares represented thereby without delivery of the certificate shall have the effect of a promise to transfer and the obligation, if any, imposed by such promise shall be determined by the law governing the formation and performance of contracts. WARRANTIES ON SALE OF CERTIFICATE SEC. 11 . A person who for value transfers a certificate, including one who assigns for value a claim secured by a certificate, unless a contrary intention appears, warrants- (a) that the certificate is genuine; (b) that he has a legal right to transfer it; and 93650°- 45 - -PT . I --59
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