2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 81 - Short Title and General Matters
Section 8102 - Definitions

     § 8102.  Definitions.
        (a)  Definitions.--The following words and phrases when used
     in this division shall have the meanings given to them in this
     subsection:
        "Adverse claim."  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.
        "Bearer form."  As applied to a certificated security, 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.
        "Broker."  A person defined as a broker or dealer under the
     Federal securities laws, but without excluding a bank acting in
     that capacity.
        "Certificated security."  A security that is represented by a
     certificate.
        "Clearing corporation."  "Clearing corporation" means:
            (1)  a person that is registered as a "clearing agency"
        under the Federal securities laws;
            (2)  a Federal reserve bank; or
            (3)  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.
        "Communicate."  "Communicate" means to:
            (1)  send a signed writing; or
            (2)  transmit information by any mechanism agreed upon by
        the persons transmitting and receiving the information.
        "Entitlement holder."  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 section 8501(b)(2)
     or (3) (relating to securities account; acquisition of security
     entitlement from securities intermediary), that person is the
     entitlement holder.
        "Entitlement order."  A notification communicated to a
     securities intermediary directing transfer or redemption of a
     financial asset to which the entitlement holder has a security
     entitlement.
        "Financial asset."  Except as otherwise provided in section
     8103 (relating to rules for determining whether certain
     obligations and interests are securities or financial assets):
            (1)  a security;
            (2)  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
            (3)  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 division. 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.
        "Good faith."  (Deleted by amendment).
        "Indorsement."  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.
        "Instruction."  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.
        "Registered form."  As applied to a certificated security, a
     form in which:
            (1)  the security certificate specifies a person entitled
        to the security; and
            (2)  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.
        "Securities intermediary."  "Securities intermediary" means:
            (1)  a clearing corporation; or
            (2)  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.
        "Security."  Except as otherwise provided in section 8103
     (relating to rules for determining whether certain obligations
     and interests are securities or financial assets), an obligation
     of an issuer or a share, participation or other interest in an
     issuer or in property or an enterprise of an issuer:
            (1)  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;
            (2)  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
            (3)  which:
                (i)  is, or is of a type, dealt in or traded on
            securities exchanges or securities markets; or
                (ii)  is a medium for investment and by its terms
            expressly provides that it is a security governed by this
            division.
        "Security certificate."  A certificate representing a
     security.
        "Security entitlement."  The rights and property interest of
     an entitlement holder with respect to a financial asset
     specified in Chapter 85 (relating to security entitlements).
        "Uncertificated security."  A security that is not
     represented by a certificate.
        (b)  Index of other definitions.--Other definitions applying
     to this division and the sections in which they appear are:
        "Appropriate person."  Section 8107.
        "Control."  Section 8106.
        "Delivery."  Section 8301.
        "Investment company security."  Section 8103.
        "Issuer."  Section 8201.
        "Overissue."  Section 8210.
        "Protected purchaser."  Section 8303.
        "Securities account."  Section 8501.
        (c)  Applicability of general definitions and principles.--In
     addition, Division 1 (relating to general provisions) contains
     general definitions and principles of construction and
     interpretation applicable throughout this division.
        (d)  Characterizations of person, business or transaction
     limited.--The characterization of a person, business or
     transaction for purposes of this division does not determine the
     characterization of the person, business or transaction for
     purposes of any other law, regulation or rule.
     (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008,
     P.L.57, No.13, eff. 60 days)

        2008 Amendment.  Act 13 deleted the def. of "good faith" in
     subsec. (a).
        2001 Amendment.  Act 18 amended subsec. (a) intro. par.
        Cross References.  Section 8102 is referred to in sections
     4104, 8103, 9102 of this title.