T-11.002 - Act respecting the transfer of securities and the establishment of security entitlements
37. A restriction on the 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 a certificated security and the restriction is noted conspicuously on the security certificate; or
(2) the security is an uncertificated security and the registered holder has received notice of the restriction.