Nevada § 104.8106 - Control

§ 104.8106. Control

1. A purchaser has “control” of a certificated security in bearer form if it is delivered

to the purchaser. 2. A purchaser has “control” of a certificated security in registered form if it is

delivered to the purchaser and: (a) The certificate is endorsed to the purchaser or in blank by an effective endorsement;

or (b) The certificate is registered in the purchaser's name, upon original issue or

registration of transfer by the issuer. 3. A purchaser has “control” of an uncertificated security if: (a) It is delivered to the purchaser; or (b) The issuer has agreed that it will comply with instructions originated by him

or her without further consent by the registered owner. 4. A purchaser has “control” of a security entitlement if: (a) The purchaser becomes the entitlement holder; (b) The securities intermediary has agreed that it will comply with entitlement orders

originated by him or her without further consent by the entitlement holder; or (c) Another person, other than the transferor to the purchaser of an interest in the

security entitlement: (1) Has control of the security entitlement and acknowledges that it has control on

behalf of the purchaser; or (2) Obtains control of the security entitlement after having acknowledged that it

will obtain control of the security entitlement on behalf of the purchaser. 5. 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. 6. A purchaser who has satisfied the requirements of subsection 3 or 4 has control

even if the registered owner in the case of subsection 3 or the entitlement holder

in the case of subsection 4 retains the right to make substitutions for the uncertificated

security or security entitlement, originate instructions or entitlement orders to

the issuer or securities intermediary or otherwise deal with the uncertificated security

or security entitlement. 7. An issuer or a securities intermediary may not enter into an agreement of the kind

described in paragraph (b) of subsection 3 or paragraph (b) of subsection 4 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 if 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. 8. A person that has control under this section is not required to acknowledge that

it has control on behalf of a purchaser. 9. If a person acknowledges that it has or will obtain control on behalf of a purchaser,

unless the person otherwise agrees or law other than this Article or Article 9 otherwise

provides, the person does not owe any duty to the purchaser and is not required to

confirm the acknowledgment to any other person.