[§414-88]  Restriction on transfer of sharesand other securities.  (a)  The articles of incorporation, bylaws, anagreement among shareholders, or an agreement between shareholders and thecorporation may impose restrictions on the transfer or registration of transferof shares of the corporation.  A restriction does not affect shares issuedbefore the restriction was adopted unless the holders of the shares are partiesto the restriction agreement or voted in favor of the restriction.

(b)  A restriction on the transfer orregistration of transfer of shares is valid and enforceable against the holderor a transferee of the holder if the restriction is authorized by this sectionand its existence is noted conspicuously on the front or back of the certificateor is contained in the information statement required by section 414-87(b). Unless so noted, a restriction is not enforceable against a person withoutknowledge of the restriction.

(c)  A restriction on the transfer orregistration of transfer of shares is authorized:

(1)  To maintain the corporation's status when it isdependent on the number or identity of its shareholders;

(2)  To preserve exemptions under federal or statesecurities law; or

(3)  For any other reasonable purpose.

(d)  A restriction on the transfer orregistration of transfer of shares may:

(1)  Obligate the shareholder first to offer thecorporation or other persons (separately, consecutively, or simultaneously) anopportunity to acquire the restricted shares;

(2)  Obligate the corporation or other persons(separately, consecutively, or simultaneously) to acquire the restrictedshares;

(3)  Require the corporation, the holders of any classof its shares, or another person to approve the transfer of the restrictedshares, if the requirement is not manifestly unreasonable; or

(4)  Prohibit the transfer of the restricted shares todesignated persons or classes of persons, if the prohibition is not manifestlyunreasonable.

(e)  For purposes of this section,"shares" includes a security convertible into or carrying a right tosubscribe for or acquire shares. [L 2000, c 244, pt of §1]