47-8102. Definitions


A. In this chapter, unless the context otherwise requires:


1. "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.


2. "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.


3. "Broker" means a person defined as a broker or dealer under the federal
securities laws, but without excluding a bank acting in that capacity.


4. "Certificated security" means a security that is represented by a certificate.


5. "Clearing corporation" means:


(a) A person that is registered as a "clearing agency" under the federal securities
laws;


(b) A federal reserve bank; or


(c) 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 promulgation of rules, are subject to
regulation by a federal or state governmental authority.


6. "Communicate" means to:


(a) Send a signed writing; or


(b) Transmit information by any mechanism agreed upon by the persons transmitting
and receiving the information.


7. "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 47-8501,
subsection B, paragraph 2 or 3, that person is the entitlement holder.


8. "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.


9. "Financial asset", except as otherwise provided in section 47-8103, means:


(a) A security;


(b) An obligation of a person or a share, participation or other interest in a
person or in property or an enterprise of a person, which is, or is of a type, dealt in
or traded on financial markets, or which is recognized in any area in which it is issued
or dealt in as a medium for investment; or


(c) 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 chapter. As
the 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.


10. "Good faith", for purposes of the obligation of good faith in the performance or
enforcement of contracts or duties within this chapter, means honesty in fact and the
observance of reasonable commercial standards of fair dealing.


11. "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.


12. "Instruction" means a notification communicated to the issuer of an
uncertificated security which directs that the transfer of the security be registered or
that the security be redeemed.


13. "Registered form", as applied to a certificated security, means a form in which:


(a) The security certificate specifies a person entitled to the security; and


(b) 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.


14. "Securities intermediary" means:


(a) A clearing corporation; or


(b) 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.


15. "Security", except as otherwise provided in section 47-8103, 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:


(a) Which 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;


(b) Which 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


(c) Which:


(i) Is, or is of a type, dealt in or traded on securities exchanges or securities
markets; or


(ii) Is a medium for investment and by its terms expressly provides that it is a
security governed by this chapter.


16. "Security certificate" means a certificate representing a security.


17. "Security entitlement" means the rights and property interest of an entitlement
holder with respect to a financial asset specified in article 5 of this chapter.


18. "Uncertificated security" means a security that is not represented by a
certificate.


B. Other definitions applying to this chapter and the sections in which they appear
are:


1. "Appropriate person". Section 47-8107.


2. "Control". Section 47-8106.


3. "Delivery". Section 47-8301.


4. "Investment company security". Section 47-8103.


5. "Issuer". Section 47-8201.


6. "Overissue". Section 47-8210.


7. "Protected purchaser". Section 47-8303.


8. "Securities account". Section 47-8501.


C. In addition, chapter 1 of this title contains general definitions and principles
of construction and interpretation applicable throughout this chapter.


D. The characterization of a person, business or transaction for purposes of this
chapter does not determine the characterization of the person, business or transaction
for purposes of any other law, regulation or rule.