(1) In this chapter:

(a) ‘Adverse claim’ means a claim in which a claimant who has a property interest in a financial asset asserts that it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset.

(b) ‘Bearer form,’ 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 indorsement.

(c) ‘Broker’ means a person defined as a broker or dealer under the federal securities laws, but does not exclude a bank acting in that capacity.

(d) ‘Certificated security’ means a security that is represented by a certificate.

(e) ‘Clearing corporation‘ means:

(A) A person that is registered as a clearing agency under the federal securities laws;

(B) A federal reserve bank; or

(C) 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.

(f) ‘Communicate’ means to:

(A) Send a signed writing; or

(B) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

(g) ‘Entitlement holder’ 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 ORS § 78.5010 (2)(b) or (c), that person is the entitlement holder.

(h) ‘Entitlement order’ 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.

(i)(A) ‘Financial asset,’ except as otherwise provided in ORS § 78.1030, 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, that is, or is of a type, dealt in or traded on financial markets, or that 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 chapter.

(B) As context requires, ‘financial asset’ 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.

(j) ‘Indorsement’ 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 the power to assign, transfer or redeem it.

(k) ‘Instruction’ means a notification communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed.

(L) ‘Registered form,’ as applied to a certificated security, means a form in which:

(A) The security certificate specifies a person entitled to the security; and

(B) 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.

(m) ‘Securities intermediary’ means:

(A) A clearing corporation; or

(B) A person, including a bank or broker, that in the ordinary course of business maintains securities accounts for others and is acting in that capacity.

(n) ‘Security,’ except as otherwise provided in ORS § 78.1030, 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:

(A) That 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;

(B) That 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

(C)(i) That is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(ii) That is a medium for investment and by its terms expressly provides that it is a security governed by this chapter.

(o) ‘Security certificate’ means a certificate representing a security.

(p) ‘Security entitlement’ means the rights and property interest of an entitlement holder with respect to a financial asset specified in ORS § 78.5010 to 78.5110.

(q) ‘Uncertificated security’ means a security that is not represented by a certificate.

(2) Other definitions applying to this chapter and the sections in which they appear are:

(a) ‘Appropriate person’ as defined in ORS § 78.1070.

(b) ‘Control’ as defined in ORS § 78.1060.

(c) ‘Delivery’ as defined in ORS § 78.3010.

(d) ‘Investment company security’ as defined in ORS § 78.1030.

(e) ‘Issuer’ as defined in ORS § 78.2010.

(f) ‘Overissue’ as defined in ORS § 78.2100.

(g) ‘Protected purchaser’ as defined in ORS § 78.3030.

(h) ‘Securities account’ as defined in ORS § 78.5010.

(3) In addition, ORS Chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

(4) The characterization of a person, business or transaction for purposes of this chapter does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule. [1961 c.726 § 78.1020; 1965 c.271 § 3; 1973 c.362 § 1; 1985 c.676 § 78.1020; 1995 c.328 § 2; 2009 c.181 § 89]