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$ 3733. - Recovery of dividends unlawfully paid-In general.
Effect of statutory liability of directors.
3749. — Liability of treasurer. $ 3750. - Criminal liability of directors and officers.
XVII. DIVIDENDS ON PREFERRED STOCK
$ 3751. Right to and extent of preference in general.
XVIII. THE RIGHT TO TRANSFER SIIARES
$ 3758. In general. 8 3759. Restrictions in the charter or general law. $ 3760. By-laws restricting transfers. $ 3761. Agreements in restraint of the right to transfer-In general. $ 3762. — Agreements giving corporation or other stockholders prior right to pur
chase. 8 3763. Restrictions in stock certificates. $ 3764. Transfers to or by directors or other officers. $ 3765. Transfers to other corporations. $ 3766. Transfers after dissolution of the corporation or pending liquidation.
XIX. EFFECT OF TRANSFER
$ 3767. Scope of subdivision.
$ 3774. Action for conversion of stock.
XX. NEGOTIABILITY OF STOCK CERTIFICATES AND TITLE OF BONA FIDE
8 3779. General rules.
XXI. MODES OF TRANSFERRING SHARES; REGISTRATION
$ 3784. General principles. $3785. Necessity for delivery. $ 3786. Delivery of certificate without indorsement or assignment. $ 3787. Recording or filing in public office. $ 3788. Necessity for complying with statutory provisions; waiver. $ 3789. Transfer on the books of the corporation General principles. $ 3790. - Recitals in stock certificates. § 3791. Mode of procuring transfer on books, and sufficiency of transfer-In
general. 8 3792. — Upon whom demand for registration should be made. $ 3793. Issue of certificate to transferee, and surrender of old certificate.
XXII. EFFECT OF UNREGISTERED TRANSFERS
$ 3794. Effect of unregistered transfers as between the parties——General rule. $ 3795. Nature of transferee's title. $ 3796. — Rights and liabilities as between registered and actual owner-In
general. $3797. - As to dividends, calls and assessments. $ 3798. Effect of unregistered transfers as against the corporation-General rule. $ 3799. — Right to vote. $ 3800. — Qualification for office. $ 3801. — Liability for calls or assessments. $ 3802. — Payment of dividends. $ 3803. — Right of corporation to set off dividend against debt of transferrer. $ 3804. -Distribution of assets. $ 3805. Suit by transferee to set aside ultra vires transactions, or redress in
juries to corporation, $ 3806. – Lien of corporation; rights as a creditor. $ 3807. — Liability of corporation for registering fraudulent or unauthorized
transfer. $ 3808. – Waiver or estoppel. $ 3809. — Refusal to register transfer. $ 3810. Effect of unregistered transfer as against corporate creditors. $ 3811. Effect of unregistered transfer as against creditors of apparent ownerGeneral rules.
Where failure to register fault of corporation. $ 3813. - Failure to register transfer as a badge of fraud. $ 3814. – Unregistered pledge of shares. § 3815. Effect of unregistered transfers as against purchasers or pledgees from
XXIII, REFUSAL TO RECOGNIZE AND REGISTER TRANSFERS
§ 3816. Right to transfer and duty to make it. $ 3817. Remedies for refusal to transfer-Suit in equity to compel transfer. $ 3818. Mandamus to compel transfer. $ 3819. - Action against corporation for damages. § 3820. — Action against person causing refusal. $ 3821. - Liability of officers or transfer agents. § 3822. - Statutory remedies. 8 3823. Refusal must be wrongful-In general. $ 3824. - Effect of conflicting claims to same stock. $ 3825. - Right to inquire into validity of transfer as between the parties. $ 3826. Motive in transferring shares. $ 3827. - Right to require proof of authority—In general. $ 3828. Where stock is held in a fiduciary capacity. § 3829. – Right to require production and surrender of old certificate.
XXIV. FORGED AND UNAUTHORIZED TRANSFERS, AND TRANSFERS IN
BREACH OF TRUST
$ 3830. Duty of corporation with respect to transfers. 8 3831. Good faith and absence of negligence on the part of the corporation. $ 3832. Failure to require surrender of original certificate. $ 3833. Transfer under decree of court. 8 3834. Title of transferee. $ 3835. Transfers by persons under legal disability $ 3836. Unauthorized or fraudulent transfers by agents. 8 3837. Unauthorized or fraudulent transfers by trustees—Rights and liabilities
of transferee. $ 3838. - Liability of corporation. $ 3839. - Use of word trustee” as notice. 8 3840. Unauthorized or fraudulent transfers by executors or administrators,
Rights and liabilities of transferees. § 3841. - Liability of corporation. $ 3842. Unauthorized or fraudulent transfers by guardians. $ 3843. Remedies of owner against corporation. $ 3844. Liability of corporation to holder of prior equitable title. $ 3845. Liability of transferee to true owner. § 3846. Liability of transferee to corporation. 8 3847. Liability of corporation to transferee. $ 3848. Rights and liabilities of purchaser of new certificate. $ 3849. Liability of person selling stock as broker or agent. 8 3830. Liability of bailee for conversion. $3851. Liability of vendor for conversion after sale. $ 3852. Liability of witnesses. $ 3853. Estoppel of true owner to assert title as against transferee-In general.
$ 3854. – Purchasers or pledgees with notice.
XXV. CONTRACTS FOR THE SALE OF SHARES
$ 3857. Formation and validity of contract in general.
- Action for deceit-In general. 8 3884. Waiver; limitations. 83885. Construction of contract in general. $ 3886. Admissibility of parol evidence. § 3887. Executed and executory contracts; when title passes. $ 3888. Conditions precedent and subsequent. $ 3889. Warranties, guaranties and special stipulations--Express warranties. $ 3890. — Implied warranties. $ 3891. - Agreements by seller to repurchase or giving him option to do so, and
the like. 8 3892. — Guaranties and agreements by third persons. $ 3893. Performance and breach generally. $ 3894. Payment. $ 3895. Tender and demand. $ 3896. Rescission of contract-Right to rescind in general. $ 3897. – Limitations on the right to rescind. 8 3898. Remedies for breach of the contract-In general. $ 3899. — Specific performance-General principles.
$ 3900. $ 3901.
Right as affected by nature, validity and purpose of contract.
XXVI. PLEDGES, MORTGAGES AND LEASES OF STOCK
$ 3902. Shares of stock may be pledged. $ 3903. Nature, essentials and validity of contract of pledge generally. $ 3904. Pledges, mortgages and sales distinguished. $ 3905. Necessity for and sufficiency of delivery and possession. $ 3906. Effect of parting with possession. $ 3907. Necessity for registration. $ 3908. Scope of lien. $ 3909. Effect of pledge on title and rights of pledgor. $ 3910. Title and rights of pledgee-In general. $ 3911. - Right to transfer of stock on corporate books. $ 3912. — Right to use pledged stock. $ 3913. - Negligence or misconduct in use or care of stock. § 3914. – Right to incur expense to protect lien. $ 3915. -— Right to sue to preserve security or for damages. § 3916. – Right to purchase ‘at sale under paramount lien. $ 3917. — Effect of death of pledgor. $ 3918. – Title or lien of pledgee as against third persons—In general. $ 3919. Marshaling securities. $ 3920. Relative rights of pledgor and pledgee as stockholders. $ 3921. Liability of pledgee as stockholder. § 3922. Rights and remedies on default-In general. § 3923. - Pledgee not bound to foreclose. $ 3924. - Forfeiture. $ 3925. - Sale of stock-Right to sell. § 3926. Demand and notice. $ 3927. Manner of sale in general. 8 3928. · Time and place of sale; public and private sales. $ 3929. Sale in separate lots or in gross. $ 3930. · Right of pledgee to purchase. $ 3931. - Foreclosure in equity. $ 3932. - Effect of death or insolvency of pledgor. $ 3933. - Statute of limitations. $ 3934. - Effect of sale or foreclosure; surplus or deficiency. $ 3935. Right to sue on debt without foreclosure. $ 3936. - Redemption-Right to redeem. $ 3937. Suit in equity to redeem. $ 3938. Waiver of right to redeem. $ 3939. Statute of limitations; laches. $ 3940. - Effect of bankruptcy of pledgee. $ 3941. – Identification of pledged stock. $ 3942. - Subrogation. $ 3943. Remedies of pledgor for conversion or breach of contract. $ 3944. Mortgage of shares of stock. $ 3945. Leases of stock.