RSA 382-A:8-102 · Definitions

382-A:8-102 Definitions. –

Copy link

(a)

In this Article:

Copy link

(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.

Copy link

(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 terms but not by reason of an indorsement.

Copy link

(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.

Copy link

(4)

"Certificated security" means a security that is represented by a certificate.

Copy link

(5)

"Clearing corporation" means:

Copy link

(i)

a person that is registered as a "clearing agency" under the federal securities laws;

Copy link

(ii)

a federal reserve bank; or

Copy link

(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.

Copy link

(6)

"Communicate" means to:

Copy link

(i)

send a signed record; or

Copy link

(ii)

transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

Copy link

(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 Section 8-501(b)(2) or (3), that person is the entitlement holder.

Copy link

(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.

Copy link

(9)

"Financial asset," except as otherwise provided in Section 8-103, means:

Copy link

(i)

a security;

Copy link

(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

Copy link

(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.

Copy link

(10)

[Repealed.]

Copy link

(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.

Copy link

(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.

Copy link

(13)

"Registered form," as applied to a certificated security, means a form in which:

Copy link

(i)

the security certificate specifies a person entitled to the security; and

Copy link

(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.

Copy link

(14)

"Securities intermediary" means:

Copy link

(i)

a clearing corporation; or

Copy link

(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.

Copy link

(15)

"Security," except as otherwise provided in Section 8-103, 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:

Copy link

(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;

Copy link

(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

Copy link

(iii)

which:

Copy link

(A)

is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

Copy link

(B)

is a medium for investment and by its terms expressly provides that it is a security governed by this Article.

Copy link

(16)

"Security certificate" means a certificate representing a security.

Copy link

(17)

"Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5.

Copy link

(18)

"Uncertificated security" means a security that is not represented by a certificate.

Copy link

(b)

The following definitions in this Article and other Articles apply to this Article: Appropriate person Section 8-107 Controllable account Section 9-102 Controllable electronic record Section 12-102 Controllable payment intangible Section 9-102 Control Delivery 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

Copy link

(c)

In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

Copy link

(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. Source. 1998, 326:1, eff. Jan. 1, 1999. 2006, 169:16, VI, eff. Jan. 1, 2007. 2022, 281:36, eff. Jan. 1, 2023. 2023, 236:21, eff. Oct. 7, 2023.

Copy link