Iowa Code 1995: Section 554.8102

554.8102 Definitions and index of definitions.

1. In this Article, unless the context otherwise requires

a. A "certified security" is a share, participation, or other interest in property of or an enterprise of the issuer or an obligation of the issuer which is

i. represented by an instrument issued in bearer or registered form;

ii. of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and

iii. either one of a class or series or by its terms divisible into a class or series of shares, participations, interests, or obligations.

b. An "uncertificated security" is a share, participation, or other interest in property or an enterprise of the issuer or an obligation of the issuer which is

i. not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on behalf of the issuer;

ii. of a type commonly dealt in on securities exchanges or markets; and

iii. either one of a class or series or by its terms divisible into a class or series of shares, participations, interests, or obligations.

c. A "security" is either a certificated or an uncertificated security. If a security is certificated, the terms "security" and "certified security" may mean either the intangible interest, the instrument representing that interest, or both, as the context requires. A writing that is a certificated security is governed by this Article and not by Article 3 even though it also meets the requirements of that Article. This Article does not apply to money. If a certificated security has been retained by or surrendered to the issuer or its transfer agent for reasons other than registration of transfer, other temporary purpose, payment, exchange, or acquisition by the issuer, that security shall be treated as an uncertificated security for purposes of this Article.

d. A certificated security is in "registered form" if:

i. it specifies a person entitled to the security or to the rights it represents, and

ii. its transfer may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security so states.

e. A certificated security is in "bearer form" if it runs to bearer according to its terms and not by reason of any endorsement.

2. A "subsequent purchaser" is a person who takes other than by original issue.

3. A "clearing corporation" is a corporation registered as a "clearing agency" as under federal securities laws or a corporation:

a. At least ninety percent of whose capital stock is held by or for one or more organizations, none of which, other than a national securities exchange or association, holds in excess of twenty percent of the capital stock of the corporation, each of which is

i. subject to supervision or regulation pursuant to the provisions of federal or state banking laws or state insurance laws,

ii. a broker or dealer or investment company registered under the federal securities laws, or

iii. a national securities exchange or association registered under the federal securities laws, and

b. Any remaining capital stock of which is held by individuals who have purchased it at or prior to the time of their taking office as directors of the corporation and who have purchased only so much of such capital stock as is necessary to permit them to qualify as directors.

4. A "custodian bank" is a bank or trust company that is supervised and examined by state or federal authority having supervision over banks and is acting as custodian for a clearing corporation.

5. Other definitions applying to this Article or to specified Parts thereof and the sections in which they appear are: P MARGINS F

"Adverse claim"$T15@Section 554.8302 ~~

"Bona fide purchaser"$T15@Section 554.8302 ~~

"Broker"$T15@Section 554.8303 ~~

"Debtor"$T15@Section 554.9105 ~~

"Financial intermediary"$T15@Section 554.8313 ~~

"Guarantee of the ~~ signature"$T15@Section 554.8402 ~~

"Initial transaction ~~ statement"$T15@Section 554.8408 ~~

"Instruction"$T15@Section 554.8308 ~~

"Intermediary bank"$T15@Section 554.4105 ~~

"Issuer"$T15@Section 554.8201 ~~

"Overissue"$T15@Section 554.8104 ~~