§490:8-106  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) has control, even if the registered owner
in the case of subsection (c) or the entitlement holder in the case of
subsection (d) 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 subsection (c)(2) or
(d)(2) 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. [L 1997, c
33, pt of §2; am L 2000, c 241, §23]