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. (1) the security is certificated and the restriction is noted conspicuously on the security certificate; or
2. (2) the security is uncertificated and the registered owner has been notified of the restriction.

5A Del. C. 1953, §§ 8-204; 55 Del. Laws, c. 349; 64 Del. Laws, c. 152, § 6; 71 Del. Laws, c. 75, § 1