§12A-8-204.

§12A-8-204.
   
   Effect of Issuer's Restrictions on Transfer.
   
   A restriction on transfer of a security imposed by the issuer, even if
   otherwise lawful, is ineffective against a person without knowledge of
   the restriction unless:
   
   (1) the security is certificated and the restriction is noted
   conspicuously on the security certificate; or
   
   (2) the security is uncertificated and the registered owner has been
   notified of the restriction.