N.Y. U.C.C. 8-204

Section 8--204. Effect of Issuer's Restriction on Transfer.\n A restriction on transfer of a security imposed by the issuer, even if\notherwise lawful, is ineffective against a person without knowledge of\nthe restriction unless:\n (1) the security is certificated and the restriction is noted\nconspicuously on the security certificate; or\n (2) the security is uncertificated and the registered owner has been\nnotified of the restriction; or\n (3) the restriction is on the transfer of a cooperative interest and\nthe restriction is set forth in the cooperative record.\n