(a) In this article 8:
(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:
(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
promulgation of rules, are subject to regulation by a federal or state governmental
authority.
(6) Communicate means to:
(i) Send a signed record; or
(ii) 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 4-8-501 (b)(2) or (b)(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 4-8-103,
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, 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
(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.
(10) Good faith, for purposes of the obligation of good faith in the
performance or enforcement of contracts or duties within this article, 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:
(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.
(14) 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.
(15) Security, except as otherwise provided in section 4-8-103, 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) 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;
(ii) 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
(iii) Which:
(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.
(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 part 5 of this
article.
(18) Uncertificated security means a security that is not represented by a
certificate.
(b) The following definitions in this article 8 and other articles apply to this
article 8:
Appropriate personSection 4-8-107
ControlSection 4-8-106
Controllable accountSection 4-9-102
Controllable electronic recordSection 4-12-102
Controllable payment intangibleSection 4-9-102
DeliverySection 4-8-301
Investment company securitySection 4-8-103
IssuerSection 4-8-201
OverissueSection 4-8-210
Protected purchaserSection 4-8-303
Securities accountSection 4-8-501
(c) In addition, article 1 of this title contains general definitions and principles
of construction and interpretation applicable throughout this article.
(d) 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.