KRS 355.8-204: Effect of issuer's restrictions 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 securit y

certificate; or

(2) The security is uncertificated and the registered owner has been notified of the

restriction.