34.1-8-204. Effect of issuer's restriction on transfer.
(a) 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:
(i) The security is certificated and the restriction is noted conspicuously on the security certificate; or
(ii) The security is uncertificated and the registered owner has been notified of the restriction.
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