3718

VETOES

(III) EITHER 1 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 ON 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 1 OF A CLASS OR SERIES OR BY ITS
TERMS DIVISIBLE INTO A CLASS OR SERIES OF SHARES,
PARTICIPATIONS, INTEREST OR OBLIGATIONS.

[(b)] (C) A "SECURITY" IS EITHER A CERTIFICATED OR AN
UNCERTIFICATED SECURITY. IF A SECURITY IS CERTIFICATED, THE
TERMS "SECURITY" AND "CERTIFICATED SECURITY" MAY MEAN EITHER THE
INTANGIBLE INTEREST, THE INSTRUMENT REPRESENTING THAT INTEREST,
OR BOTH, AS THE CONTEXT REQUIRES. A writing [which] THAT is a
CERTIFICATED security is governed by this title and not by
[Uniform Commercial Code — Commercial Paper] TITLE 3, even
though it also meets the requirements of that title. This title
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 TITLE.

[(c)] (D) A CERTIFICATED security is in "registered
form" [when] IF:

(I)   [it] IT specifies a person entitled to the
security or to the rights it [evidences] REPRESENTS; and [when]

(II)   [its] ITS transfer may be registered upon
books maintained for that purpose by or on behalf of [an] THE
issuer or the security so states.

[(d)] (E) A CERTIFICATED security is in "bearer
form" [when] IF it runs to bearer according to its terms and not
by reason of any indorsement.

(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" UNDER THE FEDERAL SECURITIES LAWS OR a
corporation: