§12A-8-102.

§12A-8-102.
   
   Definitions.
   
   (a) In this article:
   
   (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 term 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 writing; 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 paragraph (2) or (3) of subsection (b) of
   Section 8-501 of this title, 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 8-103
   of this title, 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 certificate 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 8-103 of this
   title, 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; and
   
   (18) "Uncertificated security" means a security that is not
   represented by a certificate.
   
   (b) Other definitions applying to this article and the sections in
   which they appear are:
   
   "Appropriate person". Section 8-107.
   
   "Control". Section 8-106.
   
   "Delivery". Section 8-301.
   
   "Investment company security". Section 8-103.
   
   "Issuer". Section 8-201.
   
   "Overissue". Section 8-210.
   
   "Protected purchaser". Section 8-303.
   
   "Securities account". Section 8-501.
   
   (c) In addition, Article 1 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.