3728

VETOES

transfer was or would be wrongful or that a particular adverse
person is the owner of or has an interest in the security.]

(2) [A bona fide purchaser in addition to acquiring the
rights of a purchaser also acquires the security free of any
adverse claim.

(3)] A [purchaser] TRANSFEREE of a limited interest
acquires rights only to the extent of the interest [purchased]
TRANSFERRED. THE CREATION OR RELEASE OF A SECURITY INTEREST IN A
SECURITY IS THE TRANSFER OF A LIMITED INTEREST IN THAT SECURITY.

8-302.

(1)  A "bona fide purchaser" is a purchaser for value in
good faith and without notice of any adverse claim:

(A)   [who] WHO takes delivery of a CERTIFICATED
security in bearer form or [of one] in registered form issued [to
him] or indorsed to him or in blank[.];

(B)  TO WHOM THE TRANSFER, PLEDGE OR RELEASE OF AN
UNCERTIFICATED SECURITY IS REGISTERED ON THE BOOKS OF THE ISSUER;
OR

(C)  TO WHOM A SECURITY IS TRANSFERRED UNDER THE
PROVISIONS OF PARAGRAPH (C), (D)(I), OR (G) OF § 8-313(1).

(2)  "ADVERSE CLAIM" 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.

(3)  A BONA FIDE PURCHASER IN ADDITION TO ACQUIRING THE
RIGHTS OF A PURCHASER (§ 8-301) ALSO ACQUIRES HIS INTEREST IN THE
SECURITY FREE OF ANY ADVERSE CLAIM.

(4)  NOTWITHSTANDING § 8-301(1), THE TRANSFEREE OF A
PARTICULAR CERTIFICATED SECURITY WHO HAS BEEN A PARTY TO ANY
FRAUD OR ILLEGALITY AFFECTING THE SECURITY, OR WHO AS A PRIOR
HOLDER OF THAT CERTIFICATED SECURITY HAD NOTICE OF AN ADVERSE
CLAIM, CANNOT IMPROVE HIS POSITION BY TAKING FROM A BONA FIDE
PURCHASER.

8-303.

"Broker" means a person engaged for all or part of his time
in the business of buying and selling securities, who in the
transaction concerned acts for, [or] buys a security from or
sells a security to a customer. Nothing in this title determines
the capacity in which a person acts for purposes of any other
statute or rule to which [such] THE person is subject.

8-304.