Section 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:

(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; or

(3) the restriction is on the transfer of a cooperative interest and
the restriction is set forth in the cooperative record.