Title 11, Chapter 8, Section 106
( 11-8-106)
Control. (a) A purchaser has "control" of a certificated security in bearer
form if the certificated security is delivered to the purchaser. (b) A purchaser has "control" of a certificated security in
registered form if the certificated security is delivered to the
purchaser, and: (1) The certificate is indorsed to the purchaser or in blank by an
effective indorsement; or (2) The certificate is registered in the name of the purchaser,
upon original issue or registration of transfer by the issuer. (c) A purchaser has "control" of an uncertificated security if: (1) The uncertificated security is delivered to the purchaser; or (2) The issuer has agreed that it will comply with instructions
originated by the purchaser without further consent by the
registered owner. (d) A purchaser has "control" of a security entitlement if: (1) The purchaser becomes the entitlement holder; (2) The securities intermediary has agreed that it will comply
with entitlement orders originated by the purchaser without
further consent by the entitlement holder; or (3) Another person has control of the security entitlement on
behalf of the purchaser or, having previously acquired control of
the security entitlement, acknowledges that it has control on
behalf of the purchaser. (e) 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. (f) A purchaser who has satisfied the requirements of subsection (c)
or (d) of this Code section has control, even if the registered
owner in the case of subsection (c) of this Code section or the
entitlement holder in the case of subsection (d) of this Code
section retains the right to make substitutions for the
uncertificated security or security entitlement, to originate
instructions or entitlement orders to the issuer or securities
intermediary, or otherwise to deal with the uncertificated security
or security entitlement. (g) An issuer or a securities intermediary may not enter into an
agreement of the kind described in paragraph (2) of subsection (c)
of this Code section or paragraph (2) of subsection (d) of this Code
section 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 though 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. |