8106. 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 endorsed to the
purchaser or in blank by an effective endorsement; 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.