New Jersey § 12a:8-102

§ 12a:8-102.

a. In this chapter: (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: (a) a person that is registered as a “clearing agency” under the federal securities

laws; (b) a federal reserve bank; or (c) 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: (a) send a signed writing; or (b) 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 paragraph (2) or (3) of

subsection b. of 12A:8-501, 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 12A:8-103, means: (a) a security; (b) 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 (c) 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 chapter. 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 chapter, 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: (a) the security certificate specifies a person entitled to the security; and (b) 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: (a) a clearing corporation; or (b) 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 12A: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: (a) 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; (b) 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 (c) 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 chapter. (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 12A:8-501 through 12A:8-511. (18) “ Uncertificated security ” means a security that is not represented by a certificate. b. Other definitions applying to this chapter and the sections in which they appear

are: Appropriate person 12A:8-107 Control 12A:8-106 Delivery 12A:8-301 Investment company security 12A:8-103 Issuer 12A:8-201 Overissue 12A:8-210 Protected purchaser 12A:8-303 Securities account 12A:8-501 c. In addition, chapter 1 contains general definitions and principles of construction

and interpretation applicable throughout this chapter. d. The characterization of a person, business, or transaction for purposes of this

chapter does not determine the characterization of the person, business, or transaction

for purposes of any other law, regulation, or rule.