400.8-106. Control.

MISSOURI STATUTES AND CODES

Control.

400.8-106. (a) A purchaser has "control" of a certificated securityin bearer form if the certificated security is delivered to the purchaser.

(b) A purchaser has "control" of a certificated security inregistered form if the certificated security is delivered to the purchaser,and:

(1) The certificate is indorsed to the purchaser or in blank by aneffective indorsement; or

(2) The certificate is registered in the name of the purchaser, uponoriginal issue or registration of transfer by the issuer.

(1) The uncertificated security is delivered to the purchaser; or

(2) The issuer has agreed that it will comply with instructionsoriginated by the purchaser without further consent by the registeredowner.

(d) A purchaser has "control" of a security entitlement if:

(1) The purchaser becomes the entitlement holder;

(2) The securities intermediary has agreed that it will comply withentitlement orders originated by the purchaser without further consent bythe entitlement holder; or

(3) Another person has control of the security entitlement on behalfof the purchaser or, having previously acquired control of the securityentitlement, acknowledges that it has control on behalf of the purchaser.

(e) If an interest in a security entitlement is granted by theentitlement 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) retains theright to make substitutions for the uncertificated security or securityentitlement, to originate instructions or entitlement orders to the issueror securities intermediary, or otherwise to deal with the uncertificatedsecurity or security entitlement.

(g) An issuer or a securities intermediary may not enter into anagreement of the kind described in subsection (c)(2) or (d)(2) without theconsent of the registered owner or entitlement holder, but an issuer or asecurities intermediary is not required to enter into such an agreementeven though the registered owner or entitlement holder so directs. Anissuer or securities intermediary that has entered into such an agreementis not required to confirm the existence of the agreement to another partyunless requested to do so by the registered owner or entitlement holder.