Part 9 — Security Certificates, Registers and Transfers Division 1 Interpretation and Application
158 Interpretation
(a) "adverse claim", in respect of a security, includes a claim
that a transfer was or would be wrongful or that a particular
adverse person is the owner of or has an interest in the
security;
(b) "bearer" means th e person who is in possession of a security
that is payable to bearer or endorsed in blank;
(c) "broker" means a person who is engaged in whole or in part
in the business of buying and selling securities and who, in
the transaction concerned, acts for, or buys a security from,
or sells a security to, a customer;
(d) "delivery" means voluntary transfer of possession;
(e) "fiduciary" means a trustee, guardian, committee, curator,
tutor, executor, administrator, representative of a deceased
person, or any other person acting in a fiduciary capacity;
(f) "fungible", in relation to securities, means securities of
which any unit is, by nature or usage of trade, the equivalent
of any other like unit;
(g) "genuine" means free of forgery or counterfeiting;
(h) "good faith", w ith respect to a transaction, means honesty in
fact in the conduct of the transaction;
(i) "good faith purchaser", with respect to a security in bearer
form or order form or a security in registered form issued to
the purchaser or endorsed to the purchaser or endorsed in
blank, means a purchaser for value in good faith and without
notice of any adverse claim who takes delivery of the
security;
(j) "holder" means a person who is in possession of a security
that is issued or endorsed to the person or to bearer or in
blank;
(k) "issuer" includes a cooperative that
(i) is required by this Act to maintain a securities register,
or
(ii) directly or indirectly creat es fractional interests in its
rights or property and issues securities as evidence of the
fractional interests;
(l) "overissue" means the issu e of securities in excess of any
maximum number of securities that the issuer is authorized
by its articles or a trust indenture to issue;
(m) "purchaser" means a person who obtains an interest in a
security by sale, mortgage, hypothec, pledge, issue, reissue,
gift or any other voluntary transaction;
(n) "security" or "security certificate" means a document issued
by a cooperative that is
(i) in bearer, order 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,
(iii) one of a class or series or by its terms divisible into a
class or series of documents, and
(iv) evidence of an investment share, participation or other
interest in or obligation of a cooperative, but does not
include
(A) a membership share or a document evidencing a
membership share, or
(B) a member loan or a document evidencing a member
loan;
(o) "transfer" includes transm ission by operation of law;
(p) "trust indenture" means a trust indenture as defined in
section 247(d);
(q) "valid" means issued in acc ordance with the applicable law
and the articles of the issuer, or validated under section 177.
(2) Except when a transfer is restricted and noted on a security in
accordance with section 164(2), a security is a negotiable
instrument.
(3) A security is in registered form if it
(a) specifies a person who is entitled to the security or to the
rights it evidences, and its transfer is capable of being
recorded in a securities register, or
(b) bears a statement that it is in registered form.
(4) A debt obligation is in order form if, by its terms, it is payable
to the order of a person specified with reasonable certainty in it or
to a person to whom it is assigned.
(5) A security is in bearer form if it is payable to bearer according
to its terms and not by reason of an endorsement.
(6) A guarantor for an issuer is deemed to be an issuer to the extent
of the guarantee, whether or not the obligation is noted on the
security.