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The 191st General Court of the Commonwealth of Massachusetts

Section 8-204: Effect of Issuer's Restriction on Transfer

Section 8-204. 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.