2007 ORS § 78.2040¹
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:

(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. [1961 c.726 §78.2040 (Effect of issuer's restriction on transfer); 1985 c.676 §78.2040 (Effect of issuer's restriction on transfer); 1995 c.328 §20]