N.Y. Uniform Commercial Code Law § 8-204: 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.