ORS 78.2040: 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.