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.

5A Del. C. 1953, §§ ?8-204; 55 Del. Laws, c. 349; 64 Del. Laws, c. 152, § ?6; 71 Del. Laws, c. 75, § ?1;

Terms Used In Delaware Code Title 6 Sec. 8-204

  • Knowledge: means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact. See Delaware Code Title 6 Sec. 17-101
  • Person: means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign. See Delaware Code Title 6 Sec. 17-101
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