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<section article="gcl" article_name="Commercial Law" number="8-106" title_number="8" title_name="Investment Securities" subtitle_number="1" subtitle_name="Short Title and General Matters">
  <level label="a">
    <text>A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.</text>
  </level>
  <level label="b">
    <text>A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:</text>
    <level label="1">
      <text>The certificate is indorsed to the purchaser or in blank by an effective indorsement; or</text>
    </level>
    <level label="2">
      <text>The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.</text>
    </level>
  </level>
  <level label="c">
    <text>A purchaser has “control” of an uncertificated security if:</text>
    <level label="1">
      <text>The uncertificated security is delivered to the purchaser; or</text>
    </level>
    <level label="2">
      <text>The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.</text>
    </level>
  </level>
  <level label="d">
    <text>A purchaser has “control” of a security entitlement if:</text>
    <level label="1">
      <text>The purchaser becomes the entitlement holder;</text>
    </level>
    <level label="2">
      <text>The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or</text>
    </level>
    <level label="3">
      <text>Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.</text>
    </level>
  </level>
  <level label="e">
    <text>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.</text>
  </level>
  <level label="f">
    <text>A purchaser who has satisfied the requirements of subsection (c) or (d) of this section has control even if the registered owner in the case of subsection (c) of this section or the entitlement holder in the case 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.</text>
  </level>
  <level label="g">
    <level label="1">
      <text>An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c)(2) or (d)(2) 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.</text>
    </level>
    <level label="2">
      <text>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.</text>
    </level>
  </level>
</section>
