2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-102 - Definitions.

Section 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 terms 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"
pursuant  to  15  United  States Code § 78-c(a)(23), as
from time to time amended;
(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   Section
8--501(b)(2) or (3), 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, 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  certificated  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,
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.
(18) "Uncertificated security" means a security that is not repre-
sented 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.
(e) The following definitions in Article 9 apply to this article:
Cooperative interest                    Section 9--102(a)(27-b)
Cooperative organization                Section 9--102(a)(27-c)
Cooperative record                      Section 9--102(a)(27-e)