12A:8-204. 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: a. the security is certificated and the restriction is noted conspicuously on the security certificate; or b. the security is uncertificated and the registered owner has been notified of the restriction. L.1997,c.252,s.1.
New Jersey Legal Code