                                 CODE OF VIRGINIA

DEFINITIONS (§ 8.8A-102)

a. In this title:

   1. &#8220;Adverse claim&#8221; 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. &#8220;Bearer form,&#8221; 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 endorsement.

   3. &#8220;Broker&#8221; means a person defined as a broker or dealer under the
   federal securities laws, but without excluding a bank acting in that capacity.

   4. &#8220;Certificated security&#8221; means a security that is represented by
   a certificate.

   5. &#8220;Clearing corporation&#8221; means:

i. a person that is registered as a &#8220;clearing agency&#8221; under the
federal securities laws;

   ii. a federal reserve bank; or

   iii. 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. &#8220;Communicate&#8221; means to:

i. send a signed record; or

   ii. transmit information by any mechanism agreed upon by the persons
   transmitting and receiving the information.

   7. &#8220;Entitlement holder&#8221; 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 &#xA7; 8.8A-501 (b) (2) or (3), that person is the
   entitlement holder.

   8. &#8220;Entitlement order&#8221; 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. &#8220;Financial asset,&#8221; except as otherwise provided in &#xA7;
   8.8A-103, means:

i. a security;

   ii. 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

   iii. 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 title.
   				As context requires, the term means either the interest itself or the
   means by which a person&#8217;s claim to it is evidenced, including a
   certificated or uncertificated security, a security certificate, or a security
   entitlement.

   10. &#8220;Good faith,&#8221; for purposes of the obligation of good faith in
   the performance or enforcement of contracts or duties within this title, means
   honesty in fact and the observance of reasonable commercial standards of fair
   dealing.

   11. &#8220;Endorsement&#8221; 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. &#8220;Instruction&#8221; 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. &#8220;Registered form,&#8221; as applied to a certificated security,
   means a form in which:

i. the security certificate specifies a person entitled to the security; and

   ii. 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. &#8220;Securities intermediary&#8221; means:

i. a clearing corporation; or

   ii. 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. &#8220;Security,&#8221; except as otherwise provided in &#xA7; 8.8A-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:

i. 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;

   ii. 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

   iii. 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 title.

   16. &#8220;Security certificate&#8221; means a certificate representing a
   security.

   17. &#8220;Security entitlement&#8221; means the rights and property interest
   of an entitlement holder with respect to a financial asset specified in Part
   5.

   18. &#8220;Uncertificated security&#8221; means a security that is not
   represented by a certificate.

b. The following definitions in this title and other Articles apply to this
title:
			Appropriate person &#xA7; 8.8A-107
			Control &#xA7; 8.8A-106
			Controllable account &#xA7; 8.9A-102
			Controllable electronic record &#xA7; 8.12-102
			Controllable payment intangible &#xA7; 8.9A-102
			Delivery &#xA7; 8.8A-301
			Investment company security &#xA7; 8.8A-103
			Issuer &#xA7; 8.8A-201
			Overissue &#xA7; 8.8A-210
			Protected purchaser &#xA7; 8.8A-303
			Securities account &#xA7; 8.8A-501

c. In addition, Title 8.1A contains general definitions and principles of
construction and interpretation applicable throughout this title.

d. The characterization of a person, business, or transaction for purposes of
this title does not determine the characterization of the person, business, or
transaction for purposes of any other law, regulation, or rule.

HISTORY: 1996, c. 216; 2003, c. 353; 2024, c. 652.