§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:

[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).