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.
Structure Delaware Code
Article 8. Investment Securities
§ 8-202. Issuer's responsibility and defenses; notice of defect or defense.
§ 8-203. Staleness as notice of defect or defense.
§ 8-204. Effect of issuer's restriction on transfer.
§ 8-205. Effect of unauthorized signature on certificated security.
§ 8-206. Completion or alteration of certificated security.
§ 8-207. Rights and duties of issuer with respect to registered owners.
§ 8-208. Effect of signature of authenticating trustee, registrar, or transfer agent.