New Jersey § 12a:8-106

§ 12a:8-106.

a. A purchaser has “control” of a certificated security in bearer form if the certificated

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

certificated security is delivered to the purchaser, and: (1) the certificate is indorsed to the purchaser or in blank by an effective indorsement;

or (2) the certificate is registered in the name of the purchaser, upon original issue

or registration of transfer by the issuer. c. A purchaser has “control” of an uncertificated security if: (1) the uncertificated security is delivered to the purchaser; or (2) the issuer has agreed that it will comply with instructions originated by the

purchaser without further consent by the registered owner. d. A purchaser has “control” of a security entitlement if: (1) the purchaser becomes the entitlement holder; or (2) the securities intermediary has agreed that it will comply with entitlement orders

originated by the purchaser without further consent by the entitlement holder ; or (3) 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 . e. 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. f. A purchaser who has satisfied the requirements of subsection c. or d. has control , even if the registered owner in the case of subsection c. 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. g. An issuer or a securities intermediary may not enter into an agreement of the kind

described in subsection paragraph (2) of subsection c. or paragraph (2) of subsection

d. 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. 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.