12A:8-204. Effect of Issuer's Restriction 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:
a. the security is certificated and the restriction is noted conspicuously on the security certificate; or
b. the security is uncertificated and the registered owner has been notified of the restriction.
L.1997,c.252,s.1.