§ 34.1-8-106 — 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:
(i) The certificate is indorsed to the purchaser or
in blank by an effective indorsement; or
(ii) 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:
(i) The uncertificated security is delivered to the
purchaser; or
(ii) 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:
(i) The purchaser becomes the entitlement holder;
(ii) The securities intermediary has agreed that it
will comply with entitlement orders originated by the purchaser
without further consent by the entitlement holder; or
(iii) 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 section 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 paragraph (c)(ii) or
(d)(ii) of this 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.