Section 8--106. Control  


Latest version.
  • (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.