§8-1102. Definitions
(1). As used in this Article, unless the context otherwise indicates, the following terms have the following meanings.
(a). "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(b). "Bearer form," as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(c). "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(d). "Certificated security" means a security that is represented by a certificate. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(e). "Clearing corporation" means:
(i) A person that is registered as a "clearing agency" under the federal securities laws;
(ii) A federal reserve bank; or
(iii) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including adoption of rules, are subject to regulation by a federal or state governmental authority. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(f). "Communicate" means to:
(i) Send a signed writing; or
(ii) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(g). "Entitlement holder" means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of section 8-1501, subsection (2), paragraph (b) or (c), that person is the entitlement holder. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(h). "Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(i). "Financial asset," except as otherwise provided in section 8-1103, means:
(i) A security;
(ii) An obligation of a person or a share, participation or other interest in a person or in property or an enterprise of a person that is, or is of a type, dealt in or traded on financial markets or that is recognized in any area in which it is issued or dealt in as a medium for investment; or
(iii) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.
As context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate or a security entitlement. [PL 1997, c. 683, Pt. A, §5 (AMD).]
(j). [PL 2009, c. 325, Pt. B, §24 (RP); PL 2009, c. 325, Pt. B, §27 (AFF).]
(k). "Indorsement" means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem it. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(l). "Instruction" means a notification communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(m). "Registered form," as applied to a certificated security, means a form in which:
(i) The security certificate specifies a person entitled to the security; and
(ii) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer or the security certificate so states. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(n). "Securities intermediary" means:
(i) A clearing corporation; or
(ii) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(o). "Security," except as otherwise provided in section 8-1103, means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:
(i) That is represented by a security certificate in bearer or registered form or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii) That is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and
(iii) That:
(A) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B) Is a medium for investment and by its terms expressly provides that it is a security governed by this Article. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(p). "Security certificate" means a certificate representing a security. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(q). "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5. [PL 1997, c. 429, Pt. B, §2 (NEW).]
(r). "Uncertificated security" means a security that is not represented by a certificate. [PL 1997, c. 429, Pt. B, §2 (NEW).]
[PL 2009, c. 325, Pt. B, §24 (AMD); PL 2009, c. 325, Pt. B, §27 (AFF).]
(2). Other definitions applying to this Article and the sections in which they appear are:
| Appropriate person | Section 8-1107 | ||
| Control | Section 8-1106 | ||
| Delivery | Section 8-1301 | ||
| Investment company security | Section 8-1103 | ||
| Issuer | Section 8-1201 | ||
| Overissue | Section 8-1210 | ||
| Protected purchaser | Section 8-1303 | ||
| Securities account | Section 8-1501 |
[PL 1997, c. 429, Pt. B, §2 (NEW).]
(3). In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
[PL 1997, c. 429, Pt. B, §2 (NEW).]
(4). The characterization of a person, business or transaction for purposes of this Article does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule.
[PL 1997, c. 429, Pt. B, §2 (NEW).]
SECTION HISTORY
PL 1997, c. 429, §B2 (NEW). PL 1997, c. 683, §A5 (AMD). PL 2009, c. 325, Pt. B, §24 (AMD). PL 2009, c. 325, Pt. B, §27 (AFF).