Effect of issuer's restriction on transfer - UCC 8-204 - issuer's lien - UCC 8-209

(A) A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without actual knowledge of it 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.(B) A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.