1. A purchaser has “control” of a certificated security in bearer form if it is delivered to the purchaser.

2. A purchaser has “control” of a certificated security in registered form if it is delivered to the purchaser and:

(a) The certificate is endorsed to the purchaser or in blank by an effective endorsement; or

(b) The certificate is registered in the purchaser’s name, upon original issue or registration of transfer by the issuer.

3. A purchaser has “control” of an uncertificated security if:

(a) It is delivered to the purchaser; or

(b) The issuer has agreed that it will comply with instructions originated by him or her without further consent by the registered owner.

4. A purchaser has “control” of a security entitlement if:

(a) The purchaser becomes the entitlement holder;

(b) The securities intermediary has agreed that it will comply with entitlement orders originated by him or her without further consent by the entitlement holder; or

(c) Another person has control of the security entitlement on his or her behalf or, having previously acquired control of the security entitlement, acknowledges that it has control on his or her behalf.

5. If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.

6. A purchaser who has satisfied the requirements of subsection 3 or 4 has control even if the registered owner in the case of subsection 3 or the entitlement holder in the case of subsection 4 retains the right to make substitutions for the uncertificated security or security entitlement, originate instructions or entitlement orders to the issuer or securities intermediary or otherwise deal with the uncertificated security or security entitlement.

7. An issuer or a securities intermediary may not enter into an agreement of the kind described in paragraph (b) of subsection 3 or paragraph (b) of subsection 4 without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even if the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.

(Added to NRS by 1997, 360; A 1999, 376)