2006 New York Code - Effect Of Issuer\'s Restriction On Transfer.

 
  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.