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.

Source: SL 1998, ch 284 , § 1.