§12A-8-106.

§12A-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:
   
   (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; or
   
   (2) the securities intermediary has agreed that it will comply with
   entitlement orders originated by the purchaser without further consent
   by the entitlement holder.
   
   (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 paragraph (2) of
   subsection (c) or paragraph (2) of subsection (d) of this section has
   control even if the registered owner in the case of paragraph (2) of
   subsection (c) of this section or the entitlement holder in the case
   of paragraph (2) of subsection (d) of this section 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 (2) of subsection (c) or
   paragraph (2) of subsection (d) 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.