§ 25-8-106. Control.
§25‑8‑106. Control.
(a) A purchaser has"control" of a certificated security in bearer form if thecertificated security is delivered to the purchaser.
(b) A purchaser has"control" of a certificated security in registered form if thecertificated security is delivered to the purchaser, and:
(1) The certificate isendorsed to the purchaser or in blank by an effective endorsement; or
(2) The certificate isregistered in the name of the purchaser, upon original issue or registration oftransfer by the issuer.
(c) A purchaser has"control" of an uncertificated security if:
(1) The uncertificatedsecurity is delivered to the purchaser; or
(2) The issuer hasagreed that it will comply with instructions originated by the purchaserwithout further consent by the registered owner.
(d) A purchaser has"control" of a security entitlement if:
(1) The purchaserbecomes the entitlement holder;
(2) The securitiesintermediary has agreed that it will comply with entitlement orders originatedby the purchaser without further consent by the entitlement holder; or
(3) Another person hascontrol of the security entitlement on behalf of the purchaser or, havingpreviously acquired control of the security entitlement, acknowledges that ithas control on behalf of the purchaser.
(e) If an interest in asecurity entitlement is granted by the entitlement holder to the entitlementholder's own securities intermediary, the securities intermediary has control.
(f) A purchaser whohas satisfied the requirements of subsection (c) or (d) of this section hascontrol, even if the registered owner in the case of subsection (c) of thissection or the entitlement holder in the case of subsection (d) of this sectionretains the right to make substitutions for the uncertificated security or securityentitlement, to originate instructions or entitlement orders to the issuer orsecurities intermediary, or otherwise to deal with the uncertificated securityor security entitlement.
(g) An issuer or asecurities intermediary may not enter into an agreement of the kind describedin subdivision (c)(2) or (d)(2) of this section without the consent of theregistered owner or entitlement holder, but an issuer or a securitiesintermediary is not required to enter into such an agreement even though theregistered owner or entitlement holder so directs. An issuer or securitiesintermediary that has entered into such an agreement is not required to confirmthe existence of the agreement to another party unless requested to do so bythe registered owner or entitlement holder. (1965, c. 700, s. 1; 1989, c.588, s. 1; 1997‑181, s. 1; 2000‑169, s. 22.)