58 STAT.] 78TH CONG. , 2D SESS.-CH. 729-DEC. 23, 1944 be approved by the court to protect the corporation or any person injured by the issue of the new certificate from any liability or expense, which it or they may incur by reason of the original certifi- cate remaining outstanding. The court may also in its discretion order the payment of the corporation's reasonable costs and counsel fees. The issue of a new certificate under an order of the court as pro- vided in this section shall not relieve the corporation from liability in damages to a person to whom the original certificate has been or shall be transferred for value without notice of the proceedings or of the issuance of the new certificate. RULE FOR OASES NOT PROVIDED FOR BY THIS ACT SEC. 18. In any case not provided for by this Act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, adminis- trators, and trustees, and to the effect of fraud, misrepresentation, duress, or coercion, mistake, bankruptcy, or other invalidating cause, shall govern. a INTERPRETATION S1HAT. GIVE EFFECT TO PURPOSE OF UNIFORMITY SEC. 19. This Act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those States which enact it. DEFINmON OF ENDORSEMENT SEC. 20. A certificate is endorsed when an assignment or a power of attorney to sell, assign, or transfer the certificate or the shares represented thereby is written on the certificate and signed b the person appearing by the certificate to be the owner of the shares represented thereby, or when the signature of such person is written without more upon the back of the certificate. In any of such cases a certificate is endorsed though it has not been delivered. DEFINITION OF PERSON APPEARING TO BE THE OWNER OF CERTIFICATE SEC. 21 . The person to whom a certificate was originally issued is the person appearing by the certificate to be the owner thereof, and of the shares represented thereby, until and unless he endorses the certificate to another specified person, and thereupon such other speci- fied person is the person appearing by the certificate to be the owner thereof until and unless he also endorses the certificate to another specified person. Subsequent special endorsements may be made with like effect. OTHER DEFINITIONS SEC. 22 . (1) In this Act, unless the context or subject matter other- wise requires- "Certificate" means a certificate of stock in a corporation organized under the laws of the United States, or of the District of Columbia, or of another State whose laws are consistent with this Act. "Delivery" means voluntary transfer of possession from one person to another. "Person" includes a corporation or partnership of two or more persons having a joint or common interest. "To purchase" includes to take as mortgagee or as pledgee. "Purchaser" includes mortgagee and pledgee. "Shares" means a share or shares of stock in a corporation organ- ized under the laws of the United States, or of the District of 931
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